EXHIBIT 10.150

                                 LOAN AGREEMENT

                                     between

                               RESORT FINANCE LLC,
                    a Massachusetts limited liability company

                                   ("Lender")

                                       and

                      BLUEGREEN VACATIONS UNLIMITED, INC.,
                              a Florida corporation

                                  ("Borrower")

                                   $50,000,000
                                 Amount of Loan

                                January 10, 2005

<PAGE>

<TABLE>
<S>                                                                                                <C>
ARTICLE 1. DEFINITIONS..............................................................................4

         Section 1.1.    Certain Defined Terms......................................................4
         Section 1.2.    Other Definitional Provisions.............................................18

ARTICLE 2. THE LOAN................................................................................18

         Section 2.1.    Agreement to Lend and Borrow and Project Loan Maturity....................18
         Section 2.2.    Disbursements of the Loan.................................................19
         Section 2.3.    Use of Disbursements......................................................19
         Section 2.4.    Fees......................................................................19
         Section 2.5.    No Reduction in Commitment Fee or Program Fee.............................19
         Section 2.6.    Interest..................................................................20
         Section 2.7.    Interest Rate Limitation..................................................20
         Section 2.8.    Repayment of Principal....................................................20
         Section 2.9.    Adjustment to Lender's Release Price......................................21
         Section 2.10.   Prepayment of the Loan....................................................21
         Section 2.11.   Payments..................................................................21
         Section 2.12.   Applications of Payments; Late Charges....................................22
         Section 2.13.   Approval Period...........................................................23
         Section 2.14.   Revolving Nature of Loan..................................................23
         Section 2.15.   Security..................................................................23

ARTICLE 3. APPROVAL OF PROJECTS; DISBURSEMENTS OF THE LOAN.........................................23

         Section 3.1.    Project Approvals; Project Commitments and Project Documents..............23
         Section 3.2.    Project Closings..........................................................24
         Section 3.3.    Disbursements of Loan Proceeds to Acquire Land and for Development Work...25
         Section 3.4.    Provisions Applicable to All Disbursements................................26
         Section 3.5.    Application of Disbursements..............................................27
         Section 3.6.    The Lender May Make Disbursement Notwithstanding Noncompliance............27

ARTICLE 4. REPRESENTATIONS AND WARRANTIES..........................................................28

         Section 4.1.    Consideration.............................................................28
         Section 4.2.    Organization..............................................................28
         Section 4.3.    Authorization.............................................................28
         Section 4.4.    Governmental Consents.....................................................28
         Section 4.5.    Validity..................................................................28
         Section 4.6.    Financial Position........................................................29
         Section 4.7.    Governmental Regulations..................................................29
         Section 4.8.    Employee Benefit Plans....................................................29
         Section 4.9.    Securities Activities.....................................................29
         Section 4.10.   No Material Adverse Change................................................29
         Section 4.11.   Payment of Taxes..........................................................29
         Section 4.12.   Litigation................................................................30
         Section 4.13.   Environmental Matters.....................................................30
</TABLE>


                                       1
<PAGE>

<TABLE>
<S>                                                                                                <C>
         Section 4.14.   No Burdensome Restrictions................................................30
         Section 4.15.   Full Disclosure...........................................................30
         Section 4.16.   Adequate Consideration....................................................31
         Section 4.17.   Compliance with Laws and Regulations......................................31
         Section 4.18.   Survival and Additional Representations and Warranties....................31
         Section 4.19.   USA Patriot Act of 2001...................................................31

ARTICLE 5. COVENANTS OF THE BORROWER...............................................................31

         Section 5.1.    Consideration.............................................................31
         Section 5.2.    Reporting Requirements....................................................31
         Section 5.3.    Borrower's Operations and Management......................................33
         Section 5.4.    Insurance.................................................................35
         Section 5.5.    Financial Covenants.......................................................36
         Section 5.6.    No Encumbrance; No Transfers..............................................36
         Section 5.7.    Further Assurances........................................................36
         Section 5.8.    Survival of Covenants.....................................................37

ARTICLE 6. THE PROJECTS............................................................................37

         Section 6.1.    Consideration.............................................................37
         Section 6.2.    Title to Project..........................................................37
         Section 6.3.    No Prior Liens or Claims..................................................37
         Section 6.4.    Access to the Project.....................................................38
         Section 6.5.    Compliance with Project Requirements and Laws and Regulations.............38
         Section 6.6.    Covenants, Zoning, Codes, Permits and Consents............................38
         Section 6.7.    Utilities.................................................................38
         Section 6.8.    Map, Permits, Licenses and Approvals......................................39
         Section 6.9.    Approval of Plans and Specifications and Approval of Budget...............39
         Section 6.10.   Adequacy of Loan Amount...................................................39
         Section 6.11.   Construction Start and Completion.........................................39
         Section 6.12.   Personal Property Incorporation...........................................40
         Section 6.13.   Contractors and Contracts.................................................40
         Section 6.14.   Evidence of Ownership of Materials........................................40
         Section 6.15.   Changes to Plans and Specifications and Budget............................40
         Section 6.16.   Lender Inspections, Appraisal and Information.............................42
         Section 6.17.   Correction of Defects.....................................................42
         Section 6.18.   Protection Against Lien Claims............................................43
         Section 6.19.   Conveyance, Lease or Encumbrance..........................................43
         Section 6.20.   Security Instruments......................................................44
         Section 6.21.   Further Assurances; Cooperation...........................................44
         Section 6.22.   Negative Covenants........................................................44
         Section 6.23.   Signs.....................................................................44

ARTICLE 7. SALES OF TIMESHARE INTERESTS AND RELEASES FROM DEED OF TRUST............................45

         Section 7.1.    Sales and Closings........................................................45
         Section 7.2.    Sales Operations and Seller's Obligations.................................45
</TABLE>


                                       2
<PAGE>

<TABLE>
<S>                                                                                                <C>
         Section 7.3.    Intentionally Omitted.....................................................45
         Section 7.4.    Releases from Lien of Deed of Trust.......................................45

ARTICLE 8. EVENTS OF DEFAULT AND REMEDIES..........................................................47

         Section 8.1.    Events of Default.........................................................47
         Section 8.2.    Remedies..................................................................50
         Section 8.3.    Application of Proceeds During an Event of Default........................53
         Section 8.4.    Uniform Commercial Code Remedies; Sale; Assembly of Collateral............53
         Section 8.5.    Application of UCC Sale Proceeds..........................................54
         Section 8.6.    Authorization to Apply Assets to Payment of Loan..........................54

ARTICLE 9. MISCELLANEOUS...........................................................................54

         Section 9.1.    Successors and Assigns; No Assignment by the Borrower.....................54
         Section 9.2.    Notices...................................................................54
         Section 9.3.    Borrower's Representative.................................................56
         Section 9.4.    Changes, Waivers, Discharge and Modifications in Writing..................57
         Section 9.5.    No Waiver; Remedies Cumulative............................................57
         Section 9.6.    Costs, Expenses and Taxes.................................................57
         Section 9.7.    Disclaimer by the Lender; No Joint Venture................................58
         Section 9.8.    Indemnification...........................................................58
         Section 9.9.    Consultants...............................................................59
         Section 9.10.   Titles and Headings.......................................................59
         Section 9.11.   Counterparts..............................................................59
         Section 9.12.   The Lender's Rights with Respect to Loan..................................60
         Section 9.13.   Confidentiality...........................................................60
         Section 9.14.   Time is of the Essence....................................................60
         Section 9.15.   No Third Parties Benefited................................................60
         Section 9.16.   Severability..............................................................60
         Section 9.17.   Governing Law.............................................................61
         Section 9.18.   Forum Selection...........................................................61
         Section 9.19.   USA Patriot Act Notification..............................................61
         Section 9.20.   Waiver of Jury Trial......................................................62
         Section 9.21.   Interpretation............................................................62
         Section 9.22.   Destruction of Note.......................................................62
         Section 9.23.   Cross Collateralization and Cross Default of Loan and Projects............62
         Section 9.24.   Attorneys' Fees...........................................................62
         Section 9.25.   Entire Agreement..........................................................63

Exhibit A  CONDITIONS TO OBLIGATION OF THE LENDER TO MAKE THE LOAN..................................1

Exhibit B  PROJECT REQUIREMENTS.....................................................................1

Exhibit C  PROJECT UNDERWRITING DOCUMENTS...........................................................1

Exhibit D  FORM OF PROJECT COMMITMENT...............................................................1
</TABLE>


                                       3
<PAGE>

                                 LOAN AGREEMENT

      THIS LOAN AGREEMENT (this "Loan  Agreement") is made as of January 6, 2005
by and between BLUEGREEN VACATIONS  UNLIMITED,  INC., a Florida corporation (the
"Borrower") and RESORT FINANCE LLC, a Massachusetts  limited  liability  company
(the "Lender").

                                    RECITALS:

      The  Borrower  has  applied  to the  Lender  for a  revolving  loan in the
principal  amount of  $50,000,000  (the  "Loan")  to finance  various  timeshare
acquisition,   development   and   construction   projects  which  the  Borrower
anticipates  undertaking.  1 The  Lender  is  willing  to make the Loan upon and
subject to the terms and conditions set forth in this Loan Agreement.

                                   AGREEMENT:

      NOW,  THEREFORE,  in consideration of the covenants and conditions  herein
contained, the parties agree as follows:

ARTICLE 1. DEFINITIONS

Section 1.1. Certain Defined Terms

As used herein  (including any Exhibits  attached  hereto),  the following terms
have the meanings set forth below (unless expressly stated to the contrary):

"Affiliate" means a Person that, directly or indirectly, controls, is controlled
by, or is under common control with, a referenced Person.

"Addendum  to Note"  means the  Addendum  to Note that a Project  Owner  will be
required to sign if such  Project  Owner is not already a Borrower,  as the same
may be amended or otherwise modified from time to time.

"Advance Rate" means 85%.

"Appraisal Report" means, with respect to a Project in which the Lender requires
in writing an appraisal  report,  a real estate  appraisal  report which (i) has
been prepared by an Appraiser, (ii) at the time it is submitted to the Lender is
not more than 3 months  old,  or was  updated  by letter  not more than 3 months
prior to the date of submission to the Lender,  (iii) states that it is prepared
in accordance  with the applicable  standards of the American  Institute of Real
Estate Appraisers for such reports, (iv) provides an appraisal of the Project or
portion thereof required to be appraised


                                       4
<PAGE>

thereunder,  and (v)  employs a  customary  methodology  and  provides  limiting
conditions satisfactory to the Lender.

"Appraiser"  means,  with  respect to a Project in which the Lender  requires an
Appraisal Report, a Person who is qualified to appraise property similar in size
and scope to the Project  which such Person is  acceptable  to the Lender in its
sole and absolute discretion.

"Approval  Period" means the period during which new projects will be considered
for approval for funding from  proceeds of the Loan,  which period will commence
on the Effective Date of this Loan Agreement and will end on the Approval Period
Termination Date.

"Approval Period  Termination  Date" means the date which is 24 months after the
Effective Date of this Loan Agreement.

"Approved  Costs" means the categories of costs in the Budget  identified by the
Lender as approved costs for each Project,  which shall include Land acquisition
costs (including  reasonable  closing costs actually paid to unaffiliated  third
parties),  acquisition  commissions,  capitalized interest, and hard development
costs (including  engineering and architectural  costs,  permit and impact fees,
and  bonding  costs),  but shall  exclude  soft costs such as  marketing  costs,
advertising costs, Borrower's overhead costs, and carrying costs.

"Articles of Organization"  means the charter,  articles,  operating  agreement,
joint venture agreement,  partnership  agreement,  by-laws and any other written
documents  evidencing  the  formation,  organization,  governance and continuing
existence of an entity.

"Assignment"  means,  with  respect to a Project,  that  certain  Assignment  of
Construction  Items  previously  executed or to be  executed by the  Borrower in
favor of the Lender, as the same may be amended or otherwise  modified from time
to time.

"Assignment  of  Construction  Items" means with respect to a Project a security
interest  given in all  documents,  including  architect's  agreements,  general
contractor's  agreement,  engineer's agreement,  if any, together with, planning
specifications,  drawings,  tests, reports,  permits,  license approvals and all
Borrower's rights in and to agreements, all in connection with the Project.

"Available  Amount" means the amount of the Loan which is available with respect
to any project which is proposed to be included as a Project,  which amount will
equal the Loan Amount less the total of all Project Loan Committed Amounts.

"Bluegreen   Corporation"   means   Bluegreen   Corporation,   a   Massachusetts
corporation.

"Borrower" means,  initially,  Bluegreen  Vacations  Unlimited,  Inc., a Florida
corporation, together with all Project Owners, jointly and severally.

"Budget" means, with respect to a Project, the itemized acquisition, development
and  construction  budget for such  Project  submitted  to and  approved  by the
Lender,  as such budget may be amended in accordance with the provisions of this
Loan Agreement.


                                       5
<PAGE>

"Business  Day"  means a day  other  than  Saturday,  Sunday  or a day on  which
national  banks are legally  closed for  business in the States of Florida,  New
York and Vermont.

"Change"  means,  with  respect  to a  Project,  any  material  extra  work  not
contemplated  by the Plans and  Specifications,  the  installation of materially
additional  or  different  materials  from  that  set  forth  in the  Plans  and
Specifications, or any other material change in the Plans and Specifications.

"CLPI Assignment" means with respect to a Project a written assignment  executed
and  delivered to Lender or to be executed  and  delivered to Lender by Borrower
and  creating  in favor of  Lender a  perfected,  direct,  first  and  exclusive
assignment  of the  Contracts,  Licenses,  Permits  and Other  Intangibles  with
respect to such Project in order to  facilitate  performance  of the  Borrower's
obligations  under the Loan  Documents,  as it may be from time to time renewed,
amended, restated or replaced.

"Collateral" shall mean all collateral securing the Loan.

"Commitment  Fee"  means an  amount  of up to 1.00%  of the  Loan  Amount  (i.e.
$500,000), as provided for in Section 2.4 hereof.

"Construction  Agreements"  means,  with  respect to a Project,  all  agreements
(including, without limitation, construction contracts) entered into between the
Borrower and any contractor,  architect, engineer, supplier or other Person with
respect to the development or  construction  of the Project,  as such agreements
may be amended or otherwise  modified from time to time in  accordance  with the
Loan Agreement.

"Construction  Progress Schedule" means, with respect to a Project, the schedule
for the  Development  Work  submitted  to and  approved by the  Lender,  as such
schedule  may be  adjusted  in  accordance  with  the  provisions  of this  Loan
Agreement.

"Contracts,  Licenses,  Permits  and Other  Intangibles"  means  all  contracts,
licenses,  permits and other intangibles  (excluding the reservation  system) in
which  Borrower  now or hereafter  has rights and are now or  hereafter  used in
connection with the marketing and sale of Timeshare Interests corresponding to a
Project and the management and/or operation of a Project .

"Debt" means, for any Person, without duplication, the sum of the following:

            (1) indebtedness for borrowed money,

            (2)  obligations  evidenced  by  bonds,  debentures,  notes or other
      similar instruments,

            (3)  obligations  to pay the deferred  purchase price of property or
      services,

            (4) obligations as lessee under leases which have been or should be,
      in accordance with GAAP, recorded as capital leases,


                                       6
<PAGE>

            (5)  obligations  of such  Person to purchase  securities  (or other
      property) which arise out of or in connection with the sale of the same or
      substantially similar securities or property,

      (6)  obligations  of such Person to reimburse  any bank or other Person in
respect of amounts actually paid under a letter of credit or similar instrument,

            (7)  indebtedness  or obligations of others secured by a lien on any
      asset of such Person,  whether or not such indebtedness or obligations are
      assumed by such Person (to the extent of the value of the asset),

            (8) obligations  under direct or indirect  guaranties in respect of,
      and  obligations  (contingent  or  otherwise)  to  purchase  or  otherwise
      acquire,  or  otherwise  to assure a creditor  against loss in respect of,
      indebtedness  or obligations of others of the kinds referred to in clauses
      (1) through (7) above, and

            (9)  liabilities in respect of unfunded  vested benefits under plans
      covered by Title IV of ERISA.

"Deed of Trust"  means,  with  respect  to a  Project,  that  certain  Mortgage,
Security  Agreement and Fixture  Filing with  Assignment of Rents,  Proceeds and
Agreements  (which  Assignment can be a separate  document) or deed of trust, as
applicable),  previously  executed  or to be executed  by the  Borrower,  or the
applicable Project Owner, as trustor, for the benefit of the Lender, as the same
may be  amended  or  otherwise  modified  from time to time,  including  but not
limited to any  modifications  entered  into between the Borrower or the Project
Owner, as applicable and the Lender.

"Default Rate" means 2% above the Interest Rate.

"Development Work" means, with respect to a Project,  the renovation of existing
Improvements  and/or the  construction of Improvements all to be performed on or
with respect to the Land, all of which work and  construction  will be completed
by or on behalf of the Borrower in accordance with the Plans and Specifications.

"Draw Request  Certification" means, with respect to a requested disbursement of
the  Loan to fund  Approved  Costs  for  acquisition  of Land,  Improvements  or
Development  Work,  a  certification  of the  Borrower  delivered  to the Lender
substantially in the form of Exhibit E.

"Effective Date" means the date of this Loan Agreement.

"ERISA" means the Employee  Retirement  Income  Security Act of 1974, as amended
from time to time, and the regulations and rulings issued thereunder.

"Environmental  Indemnity" means that certain Hazardous  Substances  Remediation
and  Indemnification  Agreement  dated as of the  date  hereof  executed  by the
Borrower  and  Guarantor,  if any,  in favor of the  Lender,  as the same may be
amended or otherwise modified from time to time.


                                       7
<PAGE>

"Event of Default" means the occurrence,  after any applicable grace period,  of
any of the events listed in Section 8.1.

"Fees"  means,  as  the  context  shall  require,  any of or  collectively,  the
Commitment Fee and/or the Program Fee.

"Floor Rate" means 6.90%.

"Force Majeure Event" means fire, flood,  labor dispute,  weather,  governmental
action or other cause beyond the reasonable  control of the Borrower that delays
the Development Work or other performance (other than the payment of money).

"GAAP" means generally accepted accounting  principles set forth in the opinions
and pronouncements of the Accounting  Principles Board of the American Institute
of  Certified  Public  Accountants  and  statements  and  pronouncements  of the
Financial  Accounting  Standards Board or in such other statements by such other
entity as may be approved by a significant segment of the accounting  profession
prevalent in the United States of America.

"Guarantor"  means  Bluegreen  Corporation  and any other Person approved by the
Lender in its sole  discretion  who executes a Guaranty with respect to the Loan
or any portion thereof at any time after the Effective Date.

"Guaranty"  means that  primary,  joint and several  guaranty and  subordination
agreement  of even  date  herewith  executed  by the  Guarantor  in favor of the
Lender, as the same may be amended or otherwise modified from time to time.

"Hazardous Materials," in violation of any applicable laws, means the following:

            (1)  any  oil,   flammable   substances,   explosives,   radioactive
      materials,  hazardous wastes or substances,  toxic wastes or substances or
      any  other  materials  or  pollutants,  exposure  to which is  prohibited,
      limited  or  regulated  by  any  governmental  authority  pursuant  to any
      Hazardous Materials Law;

            (2)  asbestos  in any form which is or could  become  friable,  urea
      formaldehyde  foam  insulation,  transformers  or  other  equipment  which
      contain dielectric fluid containing levels of polychlorinated biphenyls in
      excess of fifty (50) parts per million,  exposure to which is  prohibited,
      limited  or  regulated  by  any  governmental  authority  pursuant  to any
      Hazardous Materials Law;

            (3) any  chemical,  material or substance  defined as or included in
      the definition of "hazardous substances",  "hazardous wastes",  "hazardous
      materials",  "extremely hazardous waste", "restricted hazardous waste", or
      "toxic substances" or words of similar import under any Hazardous Material
      Laws; and

            (4) any other chemical, material or substance,  exposure to which is
      prohibited, limited or regulated by any governmental authority pursuant to
      any Hazardous Materials Law.


                                       8
<PAGE>

"Hazardous Materials Claims" means any and all enforcement, clean-up, removal or
other  governmental or regulatory  actions or orders  threatened,  instituted or
completed  pursuant to any Hazardous  Materials  Laws,  together with all claims
made or threatened  by any third party  relating to damage,  contribution,  cost
recovery compensation, loss or injury resulting from any Hazardous Materials.

"Hazardous  Materials Laws" means any federal,  state or local laws,  ordinances
and the  regulations,  policies or  publications  promulgated  pursuant  thereto
relating to (i) the  environment,  (ii) health and safety,  (iii) any  Hazardous
Materials  (including,  without limitation,  the use, handling,  transportation,
production,  disposal, discharge or storage thereof), (iv) industrial hygiene or
(v)  environmental  conditions on, under or about property,  including,  without
limitation, soil and groundwater conditions;  including, but not limited to: the
Clean Air Act, as amended, 42 U.S.C. Section 7401, et seq.; the Clean Water Act,
33 U.S.C.  Section  1251, et seq.;  the  Comprehensive  Environmental  Response,
Compensation  and  Liability  Act of 1980,  42 U.S.C.  Section 9601, et seq., as
amended by the Superfund  Amendments and  Reauthorization Act of 1986, 42 U.S.C.
Section 11001, et seq.; the Federal Water Pollution Control Act, as amended,  33
U.S.C.  Section 1251, et seq.; the Hazardous  Materials  Transportation  Act, as
amended, 49 U.S.C. Section 5101, et seq.; the Resource Conservation and Recovery
Act, 42 U.S.C.  Section  6901, et seq.;  the Safe Drinking  Water Act, 42 U.S.C.
Sections 300f to 300j; the Solid Waste Disposal Act, 42 U.S.C.  Section 3251, et
seq.;  the Toxic  Substances  Control Act, 15 U.S.C.  Section 2601, et seq.; the
Occupational  Safety and Health  Act,  29 U.S.C.  ss. 651 et seq.;  the  Federal
Insecticide,  Fungicide and Rodenticide  Act, 7 U.S.C.  ss.ss.  136 et seq.; the
Endangered  Species  Act,  16  U.S.C.  ss.ss.  1531  et seq.  and  the  National
Environmental Policy Act, 42 U.S.C. ss. 4321 et seq.

"Improvements" means all buildings,  structures and improvements of every nature
whatsoever  situated on or to be constructed on the Land in accordance  with the
Plans  and  Specifications,  inclusive  of the  Units  to be used as part of the
Timeshare Program.

"Indemnified  Party"  means the  Lender  and any  Affiliate  of  Lender  and any
successors  or  assigns  of  Lender  or any  such  Affiliate  and  each of their
officers, directors, employees, agents, attorneys, consultants and advisors.

"Inspector"  means,  with respect to a Project,  the inspector(s) or engineer(s)
engaged by the  Lender,  at the  expense of the  Borrower,  to provide to Lender
consultation services in connection with the Project.

"Interest  Due Date"  means  the 15th  calendar  day of each  month in which the
Lender has sent a  statement  of interest  due  pursuant to the terms of Section
2.6(b).

"Interest  Rate"  means the  greater  of (A) LIBOR  plus 3.90% and (B) the Floor
Rate.

"Interest  Reserve"  means,  with  respect to a Project,  the amount  within the
Budget which has been  designated  by the Borrower and approved by the Lender as
available to pay the interest on the Loan.


                                       9
<PAGE>

"Inventory  Appraised  Value" means with respect to a Project Loan, the value of
the  related  Project  as  stated in the  related  Appraisal  Report,  if Lender
requires in writing an Appraisal Report.

"Land" means,  with respect to a Project,  that certain real  property  which is
suitable  for and is  substantially  entitled for the  Improvements  and the use
thereof  as part of a  Timeshare  Program,  as such  real  property  is  legally
described in the Deed of Trust.

"Laws and  Regulations"  shall mean (i) all laws,  regulations,  orders,  codes,
ordinances,  rules, statutes and policies of all local, regional,  county, state
and federal governmental authorities having jurisdiction over a Project and (ii)
all restrictive  covenants and other title encumbrances,  permits and approvals,
leases and other rental  agreements which in any case relate to the development,
occupancy, ownership, management, use, and/or operation of a Project.

"Lender" means Resort Finance LLC, a Massachusetts  limited  liability  company,
and its successors or assigns.

"Lender's Escrow Instructions" shall mean, with respect to a Project, the escrow
instructions  issued by the Lender,  or the Lender's  legal counsel on behalf of
the Lender,  to the Title Company and accepted in writing by the Title  Company,
specifying  (i) the terms and  conditions  under  which  the Title  Company  may
disburse  the initial  disbursement  of the Project  Loan and (ii) the  Lender's
requirements  with  respect  to the title  insurance  policy  to be issued  with
respect to the Project.

"Lender's Release Fee" means $0.

"Lender's  Release Price" means,  with respect to a Timeshare  Interest within a
Project which Borrower  requests  Lender to release from the lien of the Deed of
Trust encumbering such Timeshare Interest, an amount acceptable to Lender in its
sole  discretion and provided for in the Project  Commitment,  which amount,  as
adjusted from time to time in  accordance  with Section 2.9 hereof and the terms
of the Project  Commitment,  will be sufficient to repay the Project Loan Amount
upon the sale of 75% of the planned Timeshare Interests within such Project.

"LIBOR" means the average of interbank  offered rates for 30-day dollar deposits
in the London market based on quotations of five major banks,  as published from
time to time in The Wall  Street  Journal.  In the  event  that The Wall  Street
Journal  ceases to be  published  or ceases to  publish  such a  compilation  of
interbank  offered rates, the Borrower and the Lender will agree on a substitute
source  and method of  determining  the  interest  rate  generally  known as the
one-month (or 30-day) LIBOR rate.

"Loan" means the loan described in this Loan Agreement in a principal amount not
to exceed the Loan Amount.

"Loan  Agreement"  means  this Loan  Agreement,  as the same may be  amended  or
otherwise modified from time to time in accordance with the terms hereof.

"Loan Amount" means $50,000,000.


                                       10
<PAGE>

"Loan Documents" means, as to the Loan, all documents, instruments,  agreements,
assignments and certificates  relating thereto,  including,  without limitation,
any and all  loan or  credit  agreements,  promissory  notes,  deeds  of  trust,
mortgages,  financing  statements,  security  agreements,  assignments of rents,
assignments  of leases,  assignments  of contracts,  environmental  indemnities,
guaranties,  contractor's consent agreements, lender's title insurance policies,
opinions  of  counsel,   evidences  of  authorization   or  incumbency,   escrow
instructions,  architect's consent agreements and all such documents relating to
Project(s)   covered  by  the  Loan  to  be  executed  (and  acknowledged  where
applicable)  by the Borrower,  the Guarantor,  if any,  and/or the Lender (where
applicable),  all in connection  with the Lender making the Loan to the Borrower
as the same may be amended or otherwise modified from time to time in accordance
with this Loan  Agreement.  The Loan Documents will include,  but not be limited
to, the following:

            (1) this Loan Agreement;

            (2) the Note;

            (3) the Guaranty;

            (4) the Environmental Indemnity; and

            (5) the Project Documents.

"Map" shall mean, with respect to a Project, a final subdivision,  parcel,  plat
or condominium  map consistent  with the Plans and  Specifications  and with the
Laws and Regulations.

"Material  Adverse Change" means any material and adverse change in, or a change
which has a material adverse effect upon, any of:

            (1) the business, properties,  operations or condition (financial or
      otherwise)  of the  Borrower or any  Guarantor  which,  with the giving of
      notice or the passage of time,  or both,  could  reasonably be expected to
      result in either (i) the Borrower or any Guarantor  failing to comply with
      any of the  financial  covenants  contained  in  Section  5.5 or (ii)  the
      Borrower's or any Guarantor's inability to perform its or their respective
      obligations pursuant to the terms of the Loan Documents; or

            (2) the legal or financial  ability of the Borrower or any Guarantor
      to perform its or their  respective  obligations  under the Loan Documents
      and to avoid any Potential Default or Event of Default; or

            (3) the legality, validity, binding effect or enforceability against
      the Borrower or any Guarantor of any Loan Document.

"Maturity  Date" means the first to occur of (i) the Project Loan Repayment Date
set forth in the last Project Commitment  incorporated into this Loan Agreement,
(ii) the date which is 48 months from the  Effective  Date, or (iii) any earlier
date on  which  the Loan is  accelerated  or  otherwise  required  to be  repaid
pursuant to the terms of this Loan Agreement.


                                       11
<PAGE>

"Maximum Project Loan Initial Balance" means the product of (i) the Advance Rate
and (ii) the lesser of (A) the Inventory  Appraised Value of the related Project
provided an Appraisal Report is required, and (B) the Budget.

"Minimum Required  Principal  Payment" means, with respect to each Project Loan,
the minimum required principal payment for each quarter based on the outstanding
balance of such Project Loan divided by the number of quarters  remaining  until
the  Maturity  Date,  as set forth in the  Project  Commitment  related  to such
Project Loan.

"Net Worth" means (i) total  assets,  as would be  reflected on a balance  sheet
prepared  on a  consolidated  basis and in  accordance  with GAAP,  consistently
applied,  exclusive  of  Intellectual  Property,  experimental  or  organization
expenses,  franchises,  licenses, permits, and other intangible assets, treasury
stock, unamortized  underwriters' debt discount and expenses, and goodwill minus
(ii) total  liabilities,  as would be reflected on a balance sheet prepared on a
consolidated basis and in accordance with GAAP consistently applied.

"Note" means that certain Revolving Promissory Note dated as of the date of this
Agreement  executed by the Borrower and made payable to the order of Lender,  as
holder,  in the Loan Amount and maturing on the Maturity  Date, as such Note may
be amended or otherwise modified from time to time.

"Permitted  Exceptions" means, with respect to a Project,  (i) real estate taxes
and  assessments not yet due and payable and possible  supplemental  assessments
for  improvements  constructed on the Land,  (ii)  exceptions to title which are
approved  in writing  by the  Lender  (including  such  easements,  dedications,
covenants and such which Lender  consents to in writing after the Effective Date
of this Loan Agreement), and (iii) the exceptions set forth in the Title Policy.

"Person" means an  individual,  partnership,  corporation  (including a business
trust),  limited liability company, joint stock company,  trust,  unincorporated
association,  joint  venture or other  entity,  or a government or any political
subdivision or agency thereof.

"Plans and  Specifications"  means, with respect to a Project,  the final set of
architectural, structural, mechanical, electrical, grading, sewer, water, street
and utility plans and  specifications  for the Development  Work,  including all
supplements,  amendments and  modifications  thereto signed and affixed with the
architect's  registration  stamp or seal,  all in form and substance  reasonably
satisfactory to the Lender and the Inspector.

"Potential  Default" means the existence of any event,  which with the giving of
notice,  the  passage of time,  or both,  would  constitute  an Event of Default
hereunder or an event of default (however described) under any other of the Loan
Documents.

"Prepayment  Premium" means an amount to be paid pursuant to Section 2.10 upon a
prepayment  of a Project  Loan  (Borrower  is not  required to pay a  Prepayment
Premium under the terms of this Loan Agreement).

"Program Fee" means an amount equal to the product of (A) 1/12th of 0.125%,  (B)
the Loan Amount and (C) 24.


                                       12
<PAGE>

"Project" means any acquisition, development and/or construction project located
in an area permitted by the Project  Requirements or such other area as approved
by Lender in its sole and absolute discretion, as to which the Lender has issued
a Project  Commitment and made proceeds of the Loan available for  disbursement,
which such project  shall include (i) the Land,  (ii) the existing  Improvements
(if any) and (iii)  the  Development  Work to be  completed  on the Land,  which
Project shall be used part of a Timeshare Program.

"Project  Commitment"  means, with respect to a Project,  the project commitment
issued by the Lender to the Borrower for the Project, wherein the Lender agrees,
subject to the terms and  conditions  of such Project  Commitment  and the other
Loan Documents and subject to Borrower signing such Project Commitment,  to make
proceeds  of the Loan  available  for the  Project.  The  terms of each  Project
Commitment,  once it is  signed  by both  the  Borrower  and  the  Lender,  will
supplement the terms of this Loan Agreement with respect to the stated  Project,
the related Project Loan and the related Project Security Documents. The Project
Commitments will be substantially in the form of Exhibit D.

"Project   Documents"  means,   with  respect  to  a  Project,   all  documents,
instruments,   agreements,   assignments  and  certificates   relating  thereto,
including, without limitation, any and all loan or credit agreements, promissory
notes, deeds of trust,  mortgages,  financing  statements,  security agreements,
assignments  of  rents,   assignments  of  leases,   assignments  of  contracts,
environmental indemnities, guaranties, contractor's consent agreements, lender's
title insurance  policies,  opinions of counsel,  evidences of  authorization or
incumbency,  escrow instructions,  and architect's consent agreements previously
executed or to be executed (and acknowledged  where applicable) by the Borrower,
any Guarantor and/or the Lender (where  applicable),  all in connection with the
Lender making proceeds of the Loan available to the Borrower for the Project, as
the same may be amended or otherwise  modified  from time to time in  accordance
with this Loan Agreement. The Project Documents will include, but not be limited
to, the following:

            (1) the Project Commitment;

            (2) the Project Security Instruments;

            (3) the Plans and Specifications;

            (4) the Lender's Escrow Instructions; and

            (5) the Title Policy.

The  Project  Documents  will  include  those forms of  documents,  instruments,
agreements,  assignments and certificates  which the Lender approves at the time
of its execution and delivery of this Loan Agreement,  as evidenced by a written
certificate  executed by the Borrower  and the Lender.  The forms of the Project
Documents may be  supplemented or amended from time to time to add or amend form
Project Documents approved by the Lender.

"Project  Loan" or "Project  Loan Amount"  means the loan or loan amount for the
acquisition and development of a Project with disbursements  under such loan not
to exceed the Maximum Project Loan Initial Balance for such Project.


                                       13
<PAGE>

"Project Loan Advance Period" means,  with respect to a Project Loan, the period
of time commencing on the date of the Project Documents and expiring on the date
set forth in the applicable  Project  Commitment as the termination date for the
Project Loan Advance Period.

"Project Loan Committed Amount" means the portion of a Project Loan Amount which
(a) has been  advanced and not repaid plus (b) is available to be disbursed  for
Approved Costs.

"Project Loan  Repayment  Date" means,  with respect to a Project,  the first to
occur of (i) the date which is set forth in the Project  Commitment  as the date
on which all  proceeds  of the  Project  Loan  Amount  must be repaid,  (ii) the
Maturity  Date or (iii)  the date on which  the Loan is  required  to be  repaid
pursuant to Section 8.2.

"Project Owner" means the Person who owns a particular Project or Projects,  and
which Person must also be a Borrower.

"Project  Requirements"  means,  for any  project  proposed  to be included as a
Project pursuant to the terms of this Loan Agreement, the requirements listed in
Exhibit B.

"Project  Security  Instruments"  means,  with respect to a Project,  all pledge
agreements,   guaranties,  deeds  of  trust,  mortgages,   security  agreements,
assignments  and other  agreements or instruments  previously  executed or to be
executed by the Borrower  and/or the Guarantor,  if any granting in favor of the
Lender a lien or encumbrance on or a security  interest in any property or right
or interest of the Borrower or any  Guarantor  as security for the Loan,  as the
same may be amended or otherwise  modified from time to time in accordance  with
this Loan Agreement, including but not limited to the following:

            (1) the Deed of Trust;

            (2) the UCC Financing Statement;

            (3) the CLPI Assignment; and

            (4) the Assignment.

"Project  Specific  Default"  means a  default  under  the Loan  related  to the
development,  operation or management of a particular Project or to a particular
entity forming  Borrower,  which default is identified in one or more of Section
8.1(a)(10) and Section 8.1(a)(14) through Section 8.1(a)(18).

"Project Underwriting  Documents" means, for any project proposed to be included
as a Project pursuant to the terms of this Loan Agreement,  the documents listed
in Exhibit C and any other documents  relating to the proposed project which the
Lender  requests,  all in form  and  substance  reasonably  satisfactory  to the
Lender.

"Resolution"  means a resolution of a corporation  certified as true and correct
by an  authorized  officer  of such  corporation,  a  certificate  signed by the
manager of a limited  liability  company  and such  members  whose  approval  is
required, or a partnership  certificate signed by all of the general partners of
such partnership and such other partners whose approval is required.


                                       14
<PAGE>

"Retainage"  means,  with  respect  to a  Project,  the  amount set forth in the
Project  Commitment as the amount to be retained or held back from each approved
disbursement   on  a   construction   contract  until  the  completion  of  such
construction  contract and the satisfaction of all conditions  precedent for the
final payment under such construction contract.

"Sales Agreement" means, with respect to a Project,  a written agreement for the
sale of a Timeshare  Interest  between the  Borrower  and a Person who is not an
Affiliate of the Borrower.

"Staged Draw Schedule" means,  with respect to a Project,  the schedule of draws
for the various  stages of the  Development  Work which such  schedule,  and the
components of the Development Work which fit within each stage, are specified in
the exhibit attached to the Project Commitment.

"Timeshare  Interest" means the fractional fee simple  timeshare  interest in an
individual air-space  condominium unit, cabin, villa, cottage or townhome within
a Resort,  together with all furniture,  fixtures and furnishings  therein,  and
together  with any and all  interests  in common  elements  appurtenant  thereto
acquired pursuant to a Sales Agreement with respect to a Project.

"Timeshare  Program"  means a program  to be created  by which  Persons  may own
Timeshare  Interests,  enjoy their respective Timeshare Interests on a recurring
basis,  and share the expenses  associated  with the operation and management of
such program.

"Title  Insurance  Company" means a title  insurance  company  acceptable to the
Lender.

"Title  Policy" means,  with respect to a Project,  that certain policy of title
insurance  accepted  by the  Lender  for the  Project,  which  policy  of  title
insurance shall:

            (1) be an ALTA loan form (10-17-92 or the equivalent  thereof) title
      insurance policy;

            (2) be issued in the amount  specified by the Lender in the Lender's
      Escrow Instructions;

            (3) be issued by the Title Insurance Company;

            (4)  insure  the  Lender  that  the  applicable  Deed of Trust is an
      enforceable first lien against marketable fee simple title to the Project,
      subject only to Permitted Exceptions;

            (5) provide mechanics' lien coverage;

            (6) have all standard  exceptions deleted therefrom other than taxes
      for the current year and subsequent years; and

            (7) have appended  thereto the following  endorsements to the extent
      permitted by the laws of the state in which the Project is located.

                  (A) a Form 9 endorsement;


                                       15
<PAGE>

                  (B) a 3.0 zoning endorsement

                  (C) an environmental lien endorsement;

                  (D) variable rate mortgage endorsement.

                  (E) an endorsement deleting the creditors' rights exclusion

                  (F) a variable rate endorsement

                  (G) a public street access endorsement

                  (H) a pending disbursement endorsement

                  (I) a contiguity endorsment; and

                  (J) a survey endorsement; and

                  (K)  such  other  endorsements  as the  Lender  requires  with
            respect to the Project

            "Transfer"  means,  with respect to any Project and/or the Borrower,
the occurrence of any of the following:

            (1)  any  sale,  conveyance,   assignment,   transfer,   alienation,
      mortgage,  conveyance of security title,  encumbrance or other disposition
      of any kind of the Project,  or any other  transaction the result of which
      is,  directly or indirectly,  to divest the Borrower of any portion of its
      title to or interest in the Project,  voluntarily or involuntarily,  other
      than transfers and sales of the Timeshare Interests in the ordinary course
      of business, it being the express intention of the Borrower and the Lender
      that the  Borrower  is  prohibited  from  granting to any Person a lien or
      encumbrance   upon  the  Project  (other  than  Permitted   Encumbrances),
      regardless of whether such lien is senior or  subordinate  to the Lender's
      lien;

            (2)  any  sale,  conveyance,   assignment,   transfer,   alienation,
      mortgage,  conveyance of security title,  encumbrance or other disposition
      of any kind of any other collateral for the Loan, or any other transaction
      the result of which is, directly or indirectly,  to divest the Borrower of
      any portion of its title to or interest in such collateral, voluntarily or
      involuntarily,  it being the express  intention  of the  Borrower  and the
      Lender that the Borrower is prohibited  from granting to any Person a lien
      or encumbrance upon such other collateral, regardless of whether such lien
      is senior  or  subordinate  to the  Lender's  lien  other  than  Permitted
      Exceptions;

            (3) any merger, consolidation or dissolution involving the Borrower;

            (4) the sale or transfer of a majority of the assets of the Borrower
      not in the ordinary course of business;


                                       16
<PAGE>

            (5) with respect to any Borrower which is a corporation:

                  (A) the  transfer  of any  portion of the voting  stock of the
            Borrower;

                  (B) the  transfer  of any  portion of the voting  stock of any
            corporation  which is the direct or indirect owner of 10% or more of
            the  voting  stock of the  Borrower,  provided  that  the  foregoing
            restriction  shall not apply to Guarantor or to any Borrower that is
            wholly owned by Guarantor;

                  (C)  the   transfer  of  any   partnership   interest  in  any
            partnership  which is the direct or indirect owner of 10% or more of
            the voting stock of the Borrower; or

                  (D) the  transfer  of any  membership  interest in any limited
            liability  company  which is the direct or indirect  owner of 10% or
            more of the voting stock of the Borrower;

            (6) with respect to any Borrower which is a partnership:

                  (A) any merger,  consolidation  or  dissolution  involving the
            general partner of the Borrower;

                  (B) the sale or  transfer  of a majority  of the assets of any
            general partner of the Borrower;

                  (C) the  transfer of any general  partnership  interest in the
            Borrower to another Person;

                  (D) with respect to any general  partner of the Borrower which
            is a corporation, the transfer of any portion of the voting stock of
            such general partner to another Person;

                  (E) with respect to any general  partner of the Borrower which
            is a general partnership or limited partnership, the transfer of any
            partnership interest of such general partner to another Person;

                  (F) with respect to any general  partner of the Borrower which
            is a limited  liability  company,  the  transfer  of any  membership
            interest of such general partner to another Person;

                  (G) the conversion of any general partnership  interest of the
            Borrower to a limited partnership interest; or

                  (H) the addition of any general  partner or limited partner to
            the Borrower;

            (7)  with  respect  to any  Borrower  which is a  limited  liability
      company:

                  (A) any merger,  consolidation  or  dissolution  involving the
            managing member of the Borrower;


                                       17
<PAGE>

                  (B) the sale or  transfer  of a majority  of the assets of any
            managing member of the Borrower;

                  (C)  the  transfer  of any  managing  member  interest  in the
            Borrower to another Person;

                  (D) with respect to any managing  member of the Borrower which
            is a corporation, the transfer of any portion of the voting stock of
            such managing member to another Person;

                  (E) with respect to any managing  member of the Borrower which
            is a general partnership or limited partnership, the transfer of any
            partnership interest of such general partner to another Person;

                  (F) with respect to any managing  member of the Borrower which
            is a limited  liability  company,  the  transfer  of any  membership
            interest of such general partner to another Person;

                  (G) the  conversion  of any  managing  member  interest of the
            Borrower to a non-managing member interest; or

                  (H) the  addition  of any  managing  member  or  member to the
            Borrower.

           "UCC Financing  Statement" means, with respect to a Project, any UCC
financing  statement,  whether executed or not by the applicable  Project Owner,
naming such Project Owner, as debtor,  in favor of the Lender, as secured party,
in  connection  with the Lender  making  proceeds of the Loan  available  to the
Borrower  for the Project,  as such UCC  financing  statement  may be amended or
otherwise modified from time to time with or without Project Owner's signature.

"Unit" means a dwelling unit in the Project.

Section 1.2. Other Definitional Provisions

      (a) Accounting terms not defined herein will have the respective  meanings
given to them under GAAP. To the extent that the definitions of accounting terms
herein  are  inconsistent  with the  meanings  of such  terms  under  GAAP,  the
definitions contained herein will control.

      (b) The words  "hereof",  "herein"  and  "hereunder"  and words of similar
import when used in this Loan  Agreement  will refer to this Loan Agreement as a
whole and not to any particular provision of this Loan Agreement.

      (c) In this Loan  Agreement in the  computation  of periods of time from a
specified  date to a later  specified  date,  the word  "from"  means  "from and
including" and the words "to" and "until" each means "to but excluding".


                                       18
<PAGE>

ARTICLE 2. THE LOAN

Section 2.1. Agreement to Lend and Borrow and Project Loan Maturity

      (a) The Lender agrees, on the terms and conditions  hereinafter set forth,
to make the Loan to the  Borrower  through  one or more  Project  Loans  for the
purpose of providing financing for the acquisition, development and construction
of Projects;  provided  however,  that the  obligation of the Lender to make the
Loan  is  conditioned  upon  the  Lender's  receipt  of the  documents  and  the
satisfaction  of the other  items set forth in  Exhibit A attached  hereto.  The
Borrower will repay the Loan pursuant to Section 2.6 and Section 2.9, may prepay
the Loan pursuant to Section 2.10 and may reborrow proceeds of the Loan pursuant
to this Section 2.1(a) and Section 2.14.

      (b) The outstanding  principal balance of each Project Loan, together with
accrued  and  unpaid  interest  thereon  and all other  amounts  payable  by the
Borrower  under the terms of the Loan  Documents  relating to such Project Loan,
will be due and payable on the applicable Project Loan Repayment Date.

      (c) The  outstanding  principal  balance of the Loan (which  includes  all
outstanding  Project Loans),  together with accrued and unpaid interest  thereon
and all  other  amounts  payable  by the  Borrower  under  the terms of the Loan
Documents, will be due and payable on the Maturity Date.

Section 2.2. Disbursements of the Loan

      The Lender shall make  disbursements  of the Loan in  accordance  with and
subject to the terms of Article III hereof.

Section 2.3. Use of Disbursements

      The Borrower  covenants to use disbursements of the Loan only for Approved
Costs.

Section 2.4. Fees

      (a)  Commitment  Fee. The  Commitment Fee shall be paid by the Borrower in
installments in the following manner:

            (i) On the initial  funding  date for a Project  Loan,  1.00% of the
      initial  balance of such Project Loan shall be due and the payment of such
      amount shall be condition precedent to the funding of the Project Loan.

            (ii) At the earlier of (A) the Approval Period  Termination Date and
      (B) the  occurrence of an Event of Default,  any unpaid amounts in respect
      of the Commitment Fee shall be immediately due and payable.

      (b)  Program  Fee.  The  Program  Fee  shall  be paid by the  Borrower  in
installments in the following manner:


                                       19
<PAGE>

            (i) On each Interest Due Date, the Borrower agrees to pay the Lender
      an amount equal to 1/12th of 0.125% of the Loan Amount.

            (ii) At the earlier of (A) the Approval Period  Termination Date and
      (B) the  occurrence of an Event of Default,  any unpaid amounts in respect
      of the Program Fee shall be immediately due and payable.

Section 2.5. No Reduction in Commitment Fee or Program Fee

      The Borrower  acknowledges  that the  Commitment  Fee and the Program Fee,
required to be paid to Lender  pursuant to the  provisions  of Section  2.4, has
been earned upon  Borrower'  and Lender's  execution of this Loan  Agreement and
will not be  refundable.  Regardless of whether (a) Lender  advances any amounts
under the terms of this Loan Agreement or (b) Borrower  repays or is required to
repay the Loan on the date  required by Section 8.2,  the  Borrower  will not be
entitled to any refund of the  Commitment  Fee and the  Program  Fee  previously
paid.  Notwithstanding  anything  to the  contrary  contained  herein,  provided
Borrower  presents to Lender a Project,  which in Lender's  sole and  reasonable
discretion is a Project which meets its loan underwriting  criteria,  but Lender
refuses to fund the Project, Borrower shall not be obligated to pay a Commitment
Fee on said Project.

Section 2.6. Interest

      (a) The Loan will bear interest from the date of disbursement hereunder on
the unpaid principal at an annual rate equal to the Interest Rate.

      (b) On or before the 5th Business Day of each month,  commencing  with the
first month  after the Lender has  disbursed  proceeds  of the Loan,  the Lender
shall send to the Borrower an invoice  setting  forth the amount of interest due
for the previous month.  The Borrower will pay the interest due for the previous
month on or before the Interest  Due Date,  except if the Budget for any Project
includes an Interest Reserve,  then the Borrower may direct the Lender to make a
disbursement  from the Interest Reserve to pay the interest due on the Loan with
respect  to such  Project  until  such time as such  Interest  Reserve  is fully
disbursed, upon and subject to the terms and conditions contained herein.

      (c) Payments of principal,  interest and any other amounts due and payable
under the Loan  Documents  shall earn interest after they are due at the rate of
the Default  Rate.  At the option of Lender,  while an Event of Default  exists,
interest shall accrue at the Default Rate.

Section 2.7. Interest Rate Limitation

      The  provisions of this Loan  Agreement  and the other Loan  Documents are
hereby  expressly  limited so that in no  contingency or event whatever will the
amount  paid or  agreed to be paid to the  Lender  for the use,  forbearance  or
detention of the sums evidenced by this Loan Agreement exceed the maximum amount
permissible  under  applicable  law.  If  from  any  circumstance  whatever  the
performance  or  fulfillment  of any provision of this Loan  Agreement or of any
other Loan Document  should  involve or purport to require any payment in excess
of the limit prescribed by law, then the obligation to be performed or fulfilled
is hereby  reduced to the limit of such  validity.  In  addition,  if,  from any
circumstance whatever, the Lender should


                                       20
<PAGE>

ever receive as interest an amount  which would  exceed the highest  lawful rate
under applicable law, then the amount which would be excessive  interest will be
applied as an optional  reduction of principal (or, at the Lender's  option,  be
paid over to the Borrower), and will not be counted as interest.

Section 2.8. Repayment of Principal

      Principal of the Loan will be due and payable as follows:

            (1) Concurrent with the closing of the sale of a Timeshare  Interest
      pursuant to a Sales Agreement,  the Borrower will make a principal payment
      in an amount  equal to  Lender's  Release  Price,  which  amount  shall be
      applied,  until paid in full, to the payment of the outstanding  amount of
      the Project  Loan Amount  corresponding  to the Project  within  which the
      Timeshare Interest was sold.

            (2) In the event that,  for any reason,  the  aggregate  payments to
      Lender of the  Lender's  Release  Price for any Project Loan are less than
      the Minimum  Required  Principal  Payment for such Project Loan during any
      calendar  quarter,  then  within 15 days  after  the end of such  calendar
      quarter,  the Borrower shall make an additional  quarterly payment on such
      Project Loan to the Lender from Borrower's own funds of an amount equal to
      the difference  between the Minimum  Required  Principal  Payment for such
      calendar quarter and the aggregate  payments to Lender of Lender's Release
      Price for such calendar quarter with respect to such Project Loan.

            (3) Upon a Project Specific Default and so long as there is no other
      Event of Default or Potential  Default,  the  Borrower  may, at its option
      (but only if exercised  prior to the earlier of (i) the Lender's  exercise
      of its remedies under Section 8.2 and (ii) 30 days after the occurrence of
      the  Project  Specific  Default),  repay the  outstanding  balance  of the
      Project Loan Amount corresponding to the Project Specific Default.

            (4) If the Project  Loan Amount has not been repaid on or before the
      Project Loan  Repayment  Date for such Project,  the Borrower must on such
      date repay the entire  outstanding  principal  amount of such Project Loan
      together with all accrued and unpaid interest relating thereto.

            (5) In the event that the sum of the Project Loan Committed  Amounts
      for all Projects at any time exceeds the Loan  Amount,  the Borrower  must
      immediately  make  a  principal  repayment  in  an  amount  sufficient  to
      eliminate any such excess, which payment shall be applied by Lender in its
      discretion.

            (6) On the  Maturity  Date,  the  Borrower  is required to repay the
      entire outstanding  principal amount of the Loan together with all accrued
      and unpaid  interest  and all other  amounts owed to Lender under the Loan
      Documents.

Section 2.9. Adjustment to Lender's Release Price.

      Lender, in its sole and absolute discretion,  reserves the right to adjust
the  Lender's  Release  Price  applicable  to a Project  at any time  before the
applicable  Project Loan Repayment


                                       21
<PAGE>

Date to ensure that such fee is sufficient to repay the Project Loan Amount upon
the sale of 75% of the planned Timeshare Interests within such Project.

Section 2.10. Prepayment of the Loan

      The Borrower  shall have the option to prepay each Project Loan in full or
in part without penalty upon 30 days prior written notice to the Lender.

Section 2.11. Payments

      (a) All payments of principal,  interest and Fees on the Loan must be made
to the Lender by federal  funds wire  transfer  as  instructed  by the Lender in
immediately  available funds not later than 2:00 p.m.  Eastern  Standard Time on
the dates such  payments are to be made.  Any payment  received  after 2:00 p.m.
Eastern Standard Time will be deemed received by the Lender on the next Business
Day.

      (b) If any  payment  of  principal,  interest  or  fees  to be made by the
Borrower  becomes due on a day other than a Business  Day,  such payment will be
made on the next  succeeding  Business  Day and such  extension  of time will be
included in computing any interest with respect to such payment.

      (c) Throughout the term of the Loan,  interest and fees will be calculated
on the basis of the actual  number of days  elapsed  during the period for which
interest and fees are being charged predicated on a year consisting of 360 days.

Section 2.12. Applications of Payments; Late Charges

      (a) Payments  received by the Lender  pursuant to the terms hereof will be
applied in the following manner:

            (1) first, to the payment of all expenses,  charges,  costs and fees
      incurred  by or  payable  to the  Lender  and for  which the  Borrower  is
      obligated pursuant to the terms of the Loan Documents;

            (2) second,  to the payment of all  interest  accrued to the date of
      such payment,  except that the payments  made  pursuant to Section  2.8(1)
      will  be  applied  to  the  payment  of  principal  in   accordance   with
      subparagraph (3) below and not the payment of interest; and

            (3) third to the payment of principal.

Notwithstanding  anything to the contrary contained herein, after the occurrence
and during the continuation of an Event of Default,  all amounts received by the
Lender from any party will be applied in such order as the  Lender,  in its sole
discretion, may elect.

      (b) If any  installment of interest and/or the payment of principal is not
received by the Lender within 5 Business  Days after the due date thereof,  then
in addition to the remedies  conferred  upon the Lender  pursuant to Section 8.2
hereof  and the other  Loan  Documents,  the


                                       22
<PAGE>

Lender may elect to assess a late charge of 4% of the amount of the  installment
due and unpaid, which such late charge will be added to the delinquent amount to
compensate the Lender for the expense of handling the delinquency.  The Borrower
and the Lender agree that such late charge  represents a good faith and fair and
reasonable estimate of the probable cost to the Lender of such delinquency.  The
Borrower  acknowledges  that during the time that any such amount is in default,
the Lender will incur losses which are impracticable, costly and inconvenient to
ascertain and that such late charge  represents a reasonable sum considering all
of the  circumstances  existing on the Effective Date of this Loan Agreement and
represents a  reasonable  estimate of the losses the Lender will incur by reason
of late payment.  The Borrower  further agrees that proof of actual losses would
be  costly,   inconvenient,   impracticable  and  extremely  difficult  to  fix.
Acceptance of such late charge will not  constitute a waiver of the default with
respect  to the  overdue  installment,  and will not  prevent  the  Lender  from
exercising any of the other rights and remedies available hereunder.

Section 2.13. Approval Period

      (a) During the  Approval  Period,  Borrower  may request the approval of a
Project for funding from the  proceeds of the Loan by  complying  with the terms
and conditions of Section 3.1.

      (b) Commencing on the Approval Period  Termination Date,  Borrower may not
request  the  approval  of new  Projects,  although  proceeds  of the Loan  will
continue  to be  disbursed  with  respect  to  the  then  existing  Projects  in
accordance with the provisions of Article III.

Section 2.14. Revolving Nature of Loan

      The Loan is a revolving loan and any amounts which are repaid may, subject
to the terms of the Loan  Documents  limiting the amounts which may be drawn for
any Project and the terms restricting  disbursements of proceeds of the Loan, be
redrawn.

Section 2.15. Security

      Payment of the Loan by the  Borrower  and  performance  of the  Borrower's
other  obligations  under the Loan Documents will be secured by the Guaranty and
the  collateral  described  in the Project  Security  Instruments.  The Borrower
warrants  that  the  Project  Security  Instruments  will  create  a  valid  and
first-lien  position  with  respect to the  Projects,  subject only to Permitted
Exceptions.

ARTICLE 3. APPROVAL OF PROJECTS; DISBURSEMENTS OF THE LOAN

Section 3.1. Project Approvals; Project Commitments and Project Documents

      (a) During the  Approval  Period,  the  Borrower  may submit to the Lender
projects proposed to be included as Projects,  all pursuant to and in accordance
with the terms of this Loan Agreement. Upon approval as a Project and compliance
with the  requirements  of Section 3.2 and the other terms and provisions of the
Loan  Documents,  disbursements  of the Loan  will be made with  respect  to the
Approved Costs for such Project in accordance with this Loan Agreement.


                                       23
<PAGE>

      (b) In order to include a proposed project as a Project, the Borrower must
submit to the Lender a complete  description of the proposed project,  including
the Project  Underwriting  Documents,  and evidence  that the  proposed  project
complies with the Project Requirements.

      (c) In the event that any  Project  is to be owned by a Person  other than
Borrower,  the Project  Underwriting  Documents  must specify the Project Owner,
which  must be a Person  which is owned 100% by  Borrower  or  Guarantor,  or is
otherwise  acceptable to Lender.  The Project Documents relating to that Project
will  contain a provision  whereby the Project  Owner,  in addition to Borrower,
assumes all of the  obligations  of Borrower then, or at any time in the future,
contained in this Loan  Agreement and the other Loan  Documents and agrees to be
bound by and comply with all the terms hereof and thereof.  In such an instance,
the  Project  Underwriting  Documents  must  include (i) the name of the Project
Owner,  (ii) the charter and  organizational  documents  for the Project  Owner,
including such documents as will specify who is to manage the Project Owner, and
(iii) such other information as the Lender, in its sole and absolute discretion,
will require  regarding the Project  Owner.  (d) Upon its receipt of the Project
Underwriting  Documents,  the Lender  will have [30] days to review  and, in its
sole and  absolute  discretion,  approve or  disapprove  in writing the proposed
project as a Project which may be financed  from proceeds of the Loan.  Upon any
such approval,  the Lender will issue a Project  Commitment with respect thereto
and such  proposed  project  will  become a Project  for  purposes  of this Loan
Agreement  upon  Borrower  returning to Lender a copy of the Project  Commitment
containing the original  signature of Borrower  accepting the supplemental terms
and conditions set forth in the Project  Commitment;  provided however,  that no
Project  Commitment  will be issued with respect to any proposed  project unless
the Available Amount (plus any cash equity provided by the Borrower (as provided
for in the  Project  Commitment))  is at least  equal to the amount  required to
complete the acquisition of the Land and the performance of the Development Work
for such proposed  project.  The terms of each Project  Commitment issued by the
Lender  and  signed  by the  Borrower  shall  supplement  the terms of this Loan
Agreement  and shall be  applicable  with  respect  to the stated  Project,  the
related Project Loan and the related Project Security Documents.

      (e) It is a condition  precedent to the  approval of any proposed  project
that  the  Lender  shall  have  performed,   at  Borrower's   expense,   a  site
inspection/market  review with respect to such proposed project,  and the Lender
must be satisfied with the results of such inspection and review.

Section 3.2. Project Closings

      Upon  issuance  of a Project  Commitment  with  respect to a Project,  the
Borrower and the Lender shall proceed to execute and deliver the other  required
Project  Documents  for such  Project  and  close  the  transaction,  thereafter
allowing  proceeds of the Loan to be disbursed for such  Project.  The following
shall be the conditions precedent to the closing for each Project:

            (1)  The   Borrower   has   delivered  to  the  Lender  the  Project
      Underwriting  Documents,  all  the  documents  described  in  the  Project
      Commitment,  executed  originals of the other  Project  Documents and such
      other  agreements,  instruments,  certificates  and opinions as the Lender
      requires in connection with such Project.


                                       24
<PAGE>

            (2) The Deed of Trust must be duly recorded and in a  first-priority
      lien position,  which first-priority lien positions shall be evidenced and
      insured by the Title Policy, subject to Permitted Exceptions.

            (3) The Lender's security interests in all personal property and any
      fixtures  covered  by the Deed of Trust  must be duly  perfected  and in a
      first-priority lien position.

            (4) All  taxes,  fees  and  other  charges  in  connection  with the
      preparation,  execution,  delivery  and  recording/filing  of the  Project
      Documents have been paid by Borrower. All delinquent taxes, assessments or
      other  governmental  charges or liens affecting the Project,  if any, have
      been  paid,  or if not  paid,  the  Borrower  has  posted  a bond or other
      security acceptable to the Lender with respect to such unpaid taxes.

            (5) An  opinion  of legal  counsel  located  in the state  where the
      Project is located in substantially  the form required by paragraph (2) of
      Exhibit A relative to the Project Documents.

            (6) As to any  Project  Owner for which  such  resolutions  have not
      previously  been  delivered  to  the  Lender,  a  certified  copy  of  the
      resolutions  adopted by the Project Owner authorizing the Project Owner to
      incur  or  assume  the  debt  related  to the  Loan  and the  Project  and
      authorizing  certain  officers of the Project Owner to execute and deliver
      the Project Documents.

Section 3.3.  Disbursements of Loan Proceeds to Acquire Land and for Development
Work

      (a)  Disbursements  to finance the Borrower's  acquisition of the Land for
each Project will be made upon the terms and conditions set forth in the Project
Commitment for the Project.

      (b)  All  requests  for  disbursements  of  proceeds  of the  Loan to fund
Development Work must comply with the terms of this Section 3.3, subject to such
Retainage  requirements and such conditions precedent,  if any, as are set forth
in the Project  Commitments and subject to any additional  limitations set forth
in the Project Commitments.  Disbursements  related to the Development Work with
respect to all Projects will be available twice per month.

      (c) Each  disbursement  request to fund Development Work must be evidenced
by a Draw Request Certification and must be accompanied by the following:

            (1) a written summary prepared by the Borrower, in detail acceptable
      to the  Lender,  of the  billings  of each  subcontractor  or vendor  with
      respect  to the  Development  Work  for  which  a  disbursement  is  being
      requested, together with copies of the billings of each such subcontractor
      or vendor;

            (2) at Lender's request, a written  certification from the Inspector
      to Lender, in a form  satisfactory to Lender,  that (i) the portion of the
      Development  Work for which  payment is being  sought has been  completed,
      (ii) all Development  Work done for which payment is being sought has been
      completed with sound new materials and fixtures,  or refurbished materials
      and fixtures that meet the requirements of the Plans and


                                       25
<PAGE>

      Specifications,   and  in  a  good  and  workmanlike  manner,   (iii)  the
      Development  Work is being  performed  within the Budget and in accordance
      with the Plans and Specifications, and (iv) sufficient funds are available
      to Borrower to complete the Development Work;

            (3) at Borrower's  expense,  a "date down"  endorsement to the Title
      Policy insuring that there are no liens imposed by law for services, labor
      or materials appearing in the public records, and insuring the full amount
      of  the  disbursement,   provided  that  any  such  endorsement  may  show
      mechanics'  liens resulting from the  Development  Work if and only if the
      Title Company will issue an  endorsement  which insures Lender against any
      loss by reason of such  mechanics'  liens and Borrower has complied in all
      respects with the requirements of Section 6.18; and

            (4) such other documents specified in the Project Commitment.

The  foregoing  submissions  must reflect the cost of all  Development  Work for
which  payment is to be made.  The Draw Request  Certification  must specify the
portion of such costs which will be paid out of the  requested  disbursement  of
Loan proceeds, and, if any portion of such costs are to be paid by the Borrower,
the portion of such costs to be paid by the Borrower.

      (d) After the  expiration of the applicable  Project Loan Advance  Period,
Lender shall have no further  obligations  to make any  disbursements  under the
Project  Loan.  In  addition,  the Lender shall have no  obligation  to make any
disbursement  of proceeds  under a Project Loan if the initial  disbursement  of
proceeds  under such Project  Loan is not made on or before the Approval  Period
Termination Date.

      (e) Provided  that no Event of Default or Potential  Default  exists,  and
subject to the terms and conditions  set forth herein,  including the provisions
of Section 3.4, the Lender will use its  reasonable  best efforts to disburse to
the Borrower the amount  requested  relating to the Development  Work within [5]
Business  Days  after  receipt  of a  Draw  Request  Certification  meeting  the
requirements of this Loan  Agreement.  In the event the Lender is unable to make
the disbursement  within such time period, the Lender will disburse the proceeds
of the Loan as soon thereafter as possible.  All disbursements will be delivered
to Borrower by federal funds wire transfer as instructed by Borrower.

Section 3.4. Provisions Applicable to All Disbursements

      The  obligation  of  Lender  to make  any  disbursement  requested  by the
Borrower  of  proceeds  of the  Loan is  subject  to  fulfillment  of all of the
following conditions precedent:

            (1) No Event of Default or  Potential  Default has  occurred  and is
      continuing,   or  would  result  from  such   disbursements  or  from  the
      application of the proceeds therefrom.

            (2) Following the  requested  disbursement  of proceeds of the Loan,
      (i) the outstanding principal amount of the Loan shall not exceed the Loan
      Amount,  and (ii)  with  respect  to any  Project,  the  principal  amount
      advanced shall not exceed the Project Loan Amount for that Project.


                                       26
<PAGE>

            (3) Each Project shall comply with all requirements set forth in the
      Project Commitment for such Project and the other Loan Documents.

            (4) The proceeds of the Loan which remain available for disbursement
      for the Development  Work for the Projects shall be sufficient to complete
      the Development Work related to such Projects; provided, however, that the
      Lender will be obligated  to make a  disbursement  notwithstanding  such a
      deficiency  in the event that (i) the Budget  for the  acquisition  of the
      Land and the Development Work of the applicable  Project and the amount of
      the Loan available for such  acquisition of the Land and such  Development
      Work have been increased by an amount at least equal to such deficiency in
      accordance  with  the  terms of  Section  6.15(e),  or (ii)  the  Borrower
      provides to the Lender  evidence  that it has paid from its own funds,  in
      addition to any Borrower funds which the Budget for such Project requires,
      an amount at least equal to the amount of such deficiency.

            (5) All costs  requested  to be  funded  from the  proceeds  of such
      disbursement  shall  relate  to costs  which are  Approved  Costs for such
      Project.

            (6) No liens (other than liens for real property  taxes that are not
      yet delinquent)  have been filed against the Project,  except as permitted
      by Section 6.18 or Permitted Exceptions.

            (7) All statements made in the applicable Draw Request Certification
      shall  be  true  and  correct  on  and  as of the  date  of the  requested
      disbursement,   before  and  after  giving  effect   thereto  and  to  the
      application of the proceeds therefrom.

            (8) The representations and warranties of Borrower and Guarantor, if
      any,  contained in the Loan Documents are true and correct in all material
      respects on and as of the date of the requested  disbursement,  before and
      after  giving  effect  thereto  and to  the  application  of the  proceeds
      therefrom, as though made on and as of such date.

            (9) The interest rate applicable to the disbursement  (before giving
      effect to any savings  clause) will not exceed the maximum rate  permitted
      by law.

            (10) All disbursements  must comply with the Retainage  requirements
      for such Project as set forth in the applicable Project Commitment.

            (11) With respect to the initial disbursement of a Project Loan, the
      portion of the Commitment Fee shall have been paid.

Section 3.5. Application of Disbursements

      All Loan proceeds  disbursed to the Borrower will be used only for payment
(or for reimbursement to Borrower for prior payment) of those items specified in
the Draw Request  Certification for which the particular  disbursement was made.
The Borrower  will not use any such  disbursement  to pay or  reimburse  itself,
directly or indirectly, for any amounts paid by the Borrower or any other Person
but not included in the applicable Budget.


                                       27
<PAGE>

Section 3.6. The Lender May Make Disbursement Notwithstanding Noncompliance

      Notwithstanding  the failure of any  condition  precedent  to the Lender's
obligation  to make  any  disbursement  hereunder,  the  Lender  may  make  such
disbursement if the Lender, in its sole discretion, determines the making of the
same to be advisable. The making of any disbursement, either before or after the
satisfaction of all conditions precedent with respect to the Lender's obligation
to make the same,  will not be deemed to constitute an approval or acceptance by
the Lender of the  Development  Work  theretofore  completed or a waiver of such
condition with respect to a subsequent disbursement.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES

Section 4.1. Consideration

      As an  inducement to the Lender to execute this Loan  Agreement,  make the
Loan and disburse the proceeds of the Loan, the Borrower represents and warrants
to the Lender the truth and  accuracy of the  matters set forth in this  Article
IV.

Section 4.2. Organization

      The Borrower is duly  organized,  validly  existing  and in good  standing
under the laws of its state of  organization,  is duly  qualified to do business
and is in good standing in every  jurisdiction  where its business or properties
require such  qualification.  The Borrower has all requisite power and authority
to own and operate its  properties and to carry on its business as now conducted
or proposed to be conducted.

Section 4.3. Authorization

      The  execution,  delivery  and  performance  by the  Borrower  of the Loan
Documents have been duly authorized by all necessary  action and do not and will
not (i) contravene the Articles of Organization of the Borrower, (ii) contravene
any law, rule or regulation or any order, writ,  judgment,  injunction or decree
or any  contractual  restriction  binding on or affecting  the  Borrower,  (iii)
require any approval or consent of any member, partner, shareholder or any other
Person, other than approvals or consents which have been previously obtained and
disclosed in writing to the Lender,  (iv) result in a breach of or  constitute a
default under any indenture or loan or credit  agreement or any other agreement,
lease or instrument to which the Borrower is a party or by which the Borrower or
its  properties  may be bound or  affected,  or (v) result  in, or  require  the
creation  or  imposition  of,  any lien of any  nature  (other  than  the  liens
contemplated  hereby) upon or with respect to any of the properties now owned or
hereafter  acquired by the  Borrower.  The Borrower is not in default  under any
such  law,  rule,  regulation,  order,  writ,  judgment,  injunction,  decree or
contractual restriction or any such indenture, agreement, lease or instrument.

Section 4.4. Governmental Consents

      No  authorization  or  approval  or other  action  by, and no notice to or
filing with, any  governmental  authority or regulatory body is required for the
due execution, delivery and


                                       28
<PAGE>

performance by the Borrower and any Guarantor of the Loan Documents or any other
document executed pursuant thereto or in connection therewith.

Section 4.5. Validity

      The Loan Documents have been duly executed and delivered by and constitute
the legal, valid and binding obligations of the Borrower and Guarantor,  if any,
enforceable in accordance with their respective terms.

Section 4.6. Financial Position

      As of the dates prepared,  the financial statements and all financial data
heretofore  delivered to the Lender in connection  with the Loan and/or relating
to the Borrower  and  Guarantor,  if any, are true,  correct and complete in all
material  respects  and were  prepared  in  accordance  with  GAAP  consistently
applied.  Such financial statements fairly present the financial position of the
Persons who are the subject thereof as of the dates thereof.

Section 4.7. Governmental Regulations

      Neither the Borrower nor any Guarantor is subject to regulation  under the
Investment  Company  Act of 1940,  the  Federal  Power Act,  the Public  Utility
Holding  Company Act of 1935,  the  Interstate  Commerce Act, as the same may be
amended  from  time to time,  or any  federal  or state  statute  or  regulation
limiting its ability to incur Debt.

Section 4.8. Employee Benefit Plans

      Neither the Borrower nor any Guarantor maintains any pension,  retirement,
profit sharing or similar  employee  benefit plan that is subject to ERISA other
than a plan pursuant to which such  entity's  contribution  requirement  is made
contemporaneously with the employees' contributions.

Section 4.9. Securities Activities

      Neither the Borrower nor any Guarantor is engaged  principally,  or as one
of its important activities, in the business of extending credit for the purpose
of  purchasing  or carrying any margin stock (as defined in  Regulation U of the
Board of  Governors of the Federal  Reserve  System in effect from time to time)
and not more than 25% of the value of the assets of either such entity  consists
of such margin stock.

Section 4.10. No Material Adverse Change

      No Material Adverse Change has occurred.

Section 4.11. Payment of Taxes

      All tax returns and reports  required to be filed by the  Borrower and any
Guarantor  have been timely  filed,  or proper  extensions  for filing have been
obtained. All taxes,  assessments,  fees and other governmental charges upon the
Borrower,  any Guarantor and their  properties,


                                       29
<PAGE>

assets,  income and franchises which are due and payable have been paid when due
and payable, or proper extensions for payment have been obtained,  except to the
extent that such taxes, assessments,  fees and other governmental charges or the
failure  to pay the same  would  not be  material  to the  respective  business,
properties,  assets, operations,  condition (financial or otherwise) or business
prospects  of the  Borrower  or any  Guarantor.  Neither  the  Borrower  nor any
Guarantor has any knowledge of any proposed tax assessment  against the Borrower
or any  Guarantor  that could be material to its business,  properties,  assets,
operations, condition (financial or otherwise) or business prospects.

Section 4.12. Litigation

      There is no  pending  or, to the  knowledge  of the  Borrower,  threatened
action, suit, proceeding or arbitration against or affecting the Borrower or any
Guarantor before any court, governmental agency or arbitrator,  which may result
in a Material Adverse Change.

Section 4.13. Environmental Matters

      (a) Projects.  The  Borrower's  representations,  warranties and covenants
with respect to all environmental matters relating to the Projects are set forth
in the Environmental Indemnity.

      (b) Non-Projects.  As to each "Non-Project"  (defined as any project to be
developed,  under  development,  or developed  by the Borrower or the  Guarantor
other than a Project),  the  operations of the Borrower and  Guarantor,  if any,
comply  in  all  respects  with  all  Hazardous   Materials   Laws  except  such
noncompliance  which would not (if enforced in accordance  with  applicable law)
reasonably  be  expected  to  result,  individually  or in the  aggregate,  in a
Material  Adverse Change.  As of the Effective Date of this Loan Agreement,  (i)
neither the Borrower,  any Guarantor nor their present  properties or operations
is subject to any  outstanding  written  order from,  or  settlement  or consent
agreement with, any  governmental  authority or other Person,  nor is any of the
foregoing  subject  to  any  judicial  or  docketed  administrative   proceeding
respecting any Hazardous  Materials Law, Hazardous  Materials Claim or Hazardous
Material, which would (if enforced in accordance with applicable law) reasonably
be expected to result,  individually or in the aggregate,  in a Material Adverse
Change  and (ii) there are no other  conditions  or  circumstances  known to the
Borrower which may give rise to any Hazardous  Materials  Claim arising from the
operations  of the  Borrower  or any  Guarantor,  which  would (if  enforced  in
accordance with  applicable law) reasonably be expected to result,  individually
or in the aggregate, in a Material Adverse Change.

Section 4.14. No Burdensome Restrictions

      Neither  the  Borrower  nor any  Guarantor  is a party  to or bound by any
contract or agreement, or subject to any charter or corporate restriction or any
requirement of law,  which would  reasonably be expected to result in a Material
Adverse Change.

Section 4.15. Full Disclosure

      None of the  statements  contained  in any exhibit,  report,  statement or
certificate  furnished  by or on  behalf of the  Borrower  or any  Guarantor  in
connection with the Loan Documents  contains any untrue  statement of a material
fact, or omits any material  fact required to be stated


                                       30
<PAGE>

therein  or  necessary  to make the  statements  made  therein,  in light of the
circumstances under which they are made, not misleading; provided, however, that
it is recognized by the Lender that projections and forecasts provided and to be
provided by the Borrower and any Guarantor,  while reflecting the Borrower's and
any Guarantor's  good faith  projections  and forecasts,  based upon methods and
data the Borrower and Guarantor believes to be reasonable and accurate,  are not
to be viewed as facts and that  actual  results  during  the  period or  periods
covered by any such  projections  and forecasts may differ from the projected or
forecasted results.

Section 4.16. Adequate Consideration

      The Borrower  represents and warrants to the Lender that prior to entering
into this Loan Agreement, it has reviewed the benefits to be provided to it as a
result of the Lender  making the Loan and has  concluded  that such benefits are
reasonably  equivalent  in value to the  collateral  to be pledged to secure the
Loan and the obligations  assumed and to be assumed by the Borrower  pursuant to
the Loan Documents.

Section 4.17. Compliance with Laws and Regulations

      Borrower and the Project are in compliance  in all material  respects with
all Laws and  Regulations,  and there  are no,  nor are  there  any  alleged  or
asserted,  violations  of law,  regulations,  ordinances,  codes,  declarations,
covenants,  conditions,  or restrictions of record, or other agreements relating
to  Borrower,  any  Guarantor,  the  Project,  the  Land,  Improvements  or  the
Development Work, or any part thereof.

Section 4.18. Survival and Additional Representations and Warranties

      The representations and warranties and contained in this Article IV are in
addition  to, and not in  derogation  of,  the  representations  and  warranties
contained  elsewhere  in the Loan  Documents  and shall be deemed to be made and
reaffirmed as of the making of each disbursement of proceeds of the Loan, unless
as otherwise disclosed in a writing to Lender and accepted by Lender in writing.

Section 4.19. USA Patriot Act of 2001

      Borrower  shall  not (i) be or  become  subject  at any  time to any  law,
regulation, or list of any government agency (including, without limitation, the
U.S.  Office of Foreign Asset Control list) that  prohibits or limits the Lender
from making any  advance or  extension  of credit to Borrower or from  otherwise
conducting business with Borrower, or (ii) fail to provide documentary and other
evidence of  Borrower's  identity as may be  requested  by Lender at any time to
enable Lender to verify Borrower's identity or to comply with any applicable law
or regulation, including, without limitation, Section 326 of the USA Patriot Act
of 2001, 31 U.S.C. Section 5318.


                                       31
<PAGE>

ARTICLE 5. COVENANTS OF THE BORROWER

Section 5.1. Consideration

      As an  inducement to the Lender to execute this Loan  Agreement,  make the
Loan and make each disbursement of the Loan, the Borrower hereby covenants that,
so long as any amount payable hereunder or under any other Loan Document remains
unpaid or the Lender has any commitment to disburse the Loan hereunder, Borrower
shall comply with the covenants set forth in this Article V.

Section 5.2. Reporting Requirements

      Borrower  shall  furnish  or  cause  to be  furnished  to the  Lender  the
following notices and reports:

            (1)  Quarterly  Financial  Reports.  As soon as possible  after each
      fiscal  quarter of Bluegreen  Corporation  (other than the last quarter of
      any fiscal  year) and in any event within 5 days after  submission  to the
      Securities and Exchange Commission, the following: (i) a copy of Bluegreen
      Corporation's  10Q  filing  certified  by the Chief  Financial  Officer of
      Bluegreen  Corporation to fairly  present the financial  condition of said
      entity on a fully  consolidated basis as at the end of such fiscal quarter
      and the results of the  operations  of  Bluegreen  Corporation  on a fully
      consolidated  basis for the period ending on such date; (ii) copies of any
      and all other  financial  reports and  corrections  thereto and to the 10Q
      filings  required  of  Bluegreen   Corporation   under  federal  laws  and
      regulations.

            (2) Annual  Financial  Statements.  As soon as  possible  after each
      fiscal year of Bluegreen  Corporation and in any event within 5 days after
      submission to the Securities and Exchange Commission, the following: (i) a
      copy  of  Bluegreen  Corporation's  10K  filing  certified  by  the  Chief
      Financial Officer of Bluegreen Corporation to fairly present the financial
      condition of said entity on a fully  consolidated basis at the end of such
      fiscal  year and the results of the  operations  of such entity on a fully
      consolidated  basis at the end of such  fiscal year and the results of the
      operations  of such  entity on a fully  consolidated  basis for the period
      ending  on such  date;  and (ii)  copies  of any and all  other  financial
      reports  and  corrections  thereto  and to the  10K  filings  required  of
      Bluegreen Corporation under federal laws and regulations.

            (3) Monthly  Sales  Reports and Sales  Information.  If requested by
      Lender,  Borrower  will cause to be furnished to Lender,  on or before the
      20th day after the end of each month, a sales report showing the number of
      sales and closings of Timeshare  Interests and the aggregate dollar amount
      thereof, including down payments, during such month. Borrower will deliver
      to Lender within 10 Business Days after receipt of a written  request from
      Lender  to  do  so,  (i)  sales  literature,   consumer  documents  forms,
      registrations/consents    to   sell,   and   final   subdivision    public
      reports/public offering  statements/prospectuses relative to the Timeshare
      Interests  and  (ii)  current  price  lists  for  sale  of  the  Timeshare
      Interests.


                                       32
<PAGE>

            (4) Notice of Labor  Controversy  or other Force Majeure  Event.  As
      soon as  possible  and in any  event  within 5  Business  Days  after  the
      Borrower has  knowledge  of its  occurrence,  written  notice of any labor
      controversy or other force majeure event  resulting in a material  strike,
      work stoppage,  shutdown or other material disruption against or involving
      the Borrower, any Guarantor, or any Project.

            (5) Notice of Material Adverse Change. As soon as possible after its
      occurrence,  written  notice and a  description  of any  matter  which has
      resulted, or may result, in a Material Adverse Change.

            (6) Notice of Defaults or  Potential  Defaults.  As soon as possible
      and in any event within 5 Business  Days after the Borrower has  knowledge
      of the occurrence of any Potential Default (however described) or Event of
      Default  hereunder or an event of default  (however  described)  under any
      other of the Loan  Documents,  written  notice and a  description  of such
      Potential  Default,  Event of Default  or event of default  and the action
      which the Borrower proposes to take with respect thereto.

            (7) Notices of Default Regarding Other Development Projects. As soon
      as possible and in any event within 5 Business Days after the Borrower has
      knowledge of the  occurrence of (i) any event of default under any loan or
      other  financing  facility,   including  seller  financing,   made  for  a
      development or construction  project comparable to a Project and involving
      the  Borrower,  any  Guarantor or any of their  Affiliates  which event of
      default might result in a Material  Adverse  Change,  or (ii) any material
      event of default  under any other  loan or credit  agreement  relating  to
      other  debt  incurred  by the  Borrower,  any  Guarantor  or any of  their
      Affiliates  which  event of default  might  result in a  Material  Adverse
      Change.  The written notice required herein shall contain a description of
      such event of default,  the cure period and the action  which the Borrower
      proposes to take with respect thereto.

            (8)  Notice  of  Litigation.  As soon as  possible  and in any event
      within 5 Business Days after  institution  thereof,  written  notice and a
      description  of any  material  adverse  litigation,  action or  proceeding
      commenced  against the Borrower,  any Guarantor or any of their Affiliates
      or relating to any  Project,  and any  adverse  determination  in any such
      litigation, action or proceeding, which could result in a Material Adverse
      Change in the  financial  condition  of  Borrower,  any  Guarantor  or any
      Project.

            (9) Notices Regarding Hazardous Materials. As soon as possible after
      the Borrower obtains knowledge of any material occurrence,  written notice
      and a  description  of the  release  of  any  Hazardous  Material,  or any
      liability with respect thereto,  on, under or in connection with a Project
      and the action which the Borrower proposes to take with respect thereto.

            (10)  Notices  Regarding  Projects.  As soon as possible  and in any
      event within 5 Business Days after receipt by the Borrower,  copies of all
      (i) notices of violation  relating to and adversely  affecting any Project
      that the Borrower receives from any governmental agency or authority, (ii)
      notices of  default  that the  Borrower  receives  under the  Construction
      Agreements or any other agreement relating to and adversely  affecting any


                                       33
<PAGE>

      Project, and (iii) notices of default that the Borrower receives under any
      agreement  relating  to the  borrowing  of money by the  Borrower  for any
      Project from any Person.

            (11)  Other  Information.  Such  other  information  respecting  the
      business,  properties,  assets,  operations  and  condition,  financial or
      otherwise,  of the  Borrower,  any  Guarantor,  their  Affiliates  and the
      Projects,  including,  without limitation,  copies of Project construction
      and sales reports,  and any other rights or interests  subject to the Loan
      Documents, as the Lender may from time to time reasonably request.

Section 5.3. Borrower's Operations and Management

      Borrower shall:

            (1) Compliance with Laws, Etc. Comply in all material respects, with
      all applicable  laws,  rules,  regulations and orders of any  governmental
      authority,  including  but not  limited to the Laws and  Regulations,  the
      noncompliance with which may result in a Material Adverse Change.

            (2) Payment of Taxes and Claims. Pay (i) all taxes,  assessments and
      other  governmental  charges  imposed upon it or any of its  properties or
      assets or in respect of any of its franchises, business, income or profits
      before any penalty accrues  thereon,  and (ii) subject to, with respect to
      the Projects,  Section 6.18, all claims  (including,  without  limitation,
      claims for labor,  services,  materials  and supplies) for sums which have
      become due and payable and which by law have or may become a lien upon any
      of its  properties or assets,  except for those claims  disputed by any of
      the entities  comprising the Borrower in accordance with Section  6.18(b),
      but only so long as there is no threat of  foreclosure  of such lien.

            (3) Maintenance of Properties;  Books and Records. Maintain or cause
      to be maintained:

                  (A) in good repair, working order and condition all properties
            and assets material to the continued  conduct of the business of the
            Borrower,  and  from  time to  time  make or  cause  to be made  all
            necessary repairs, renewals and replacements thereof; and

                  (B) proper books, records and accounts in which full, true and
            correct  entries in accordance  with GAAP  consistently  applied are
            made of all financial  transactions and matters involving its assets
            and business.

            (4) Change in Nature of  Business.  Make no  material  change in the
      nature of its business as carried on at the Effective Date hereof.

            (5)  Maintenance  of Existence.  Maintain and preserve its existence
      and all rights, privileges, qualifications,  permits, licenses, franchises
      and other rights material to its business.


                                       34
<PAGE>

            (6)  Change  in State  of  Registration  or  location  of  Executive
      Offices.  Make no change to its state of  organization  or the location of
      its executive  offices  without  giving the Lender at least 30 days' prior
      written notice.

            (7) Management.  Maintain  professional and qualified management and
      staff to manage,  operate and maintain its assets and business,  including
      but not limited to the Projects.

            (8)  Inspection.  At  Borrower's  expense,  permit  Lender  and  its
      representatives  at all  reasonable  times to inspect  each Project and to
      inspect, audit and copy Borrower's books and records,  including,  without
      limitation,  the  reasonable  costs  of  travel,  lodging  and  meals  for
      representatives of Lender with respect to such inspections and audits.

Section 5.4. Insurance

      (a) The Borrower  will maintain or cause its  contractors  to maintain the
insurance required by the terms of this Loan Agreement and will deposit with the
Lender   original,   duplicate   original  or  certified   copies  of  insurance
certificates  issued by insurance  companies  with current Best's Key Ratings of
not less than A/IX (as to those  policies  maintained by the Borrower) and A- or
better (as to those policies  maintained by its contractors) and written in form
and content acceptable to the Lender,  providing the following minimum insurance
coverages:

            (1)  "Comprehensive  General  Liability"  insurance  in the  minimum
      "general  aggregate"  amount of $1,000,000 for the Borrower and $1,000,000
      for its contractors,  in the minimum  "occurrence" limit of $1,000,000 for
      the  Borrower  and  $1,000,000  for its  contractors,  and in the  minimum
      "umbrella" amount of $11,000,000 for the Borrower,  all against claims for
      "personal injury" liability,  including bodily injury,  death or damage to
      the project  liability,  including  completed  operations and  contractual
      liability  and also  "Builders  Risk"  coverage  naming  the  Lender as an
      additional insured.

            (2) Insurance  with respect to its  properties,  assets and business
      against loss or damage of the kinds customarily insured against by Persons
      of  established  reputation  engaged in the same or similar  business  and
      similarly  situated,  of such types and in such amounts as are customarily
      carried  under  similar  circumstances  by  such  other  Persons,  all  in
      accordance with reasonably prudent industry standards.

            (3) Workers'  compensation  insurance as  prescribed  by the laws of
      each state in which the Borrower is required to maintain  such  insurance,
      and employers' liability with limits as prescribed by law.

            (4) For each Project,  broad form course of  construction  insurance
      covering all risks in the minimum amount of the proposed construction cost
      for such Project on a  replacement  cost basis,  against loss or damage by
      hazards customarily included within "extended coverage" policies,  and any
      other risks or hazards which in the Lender's reasonable judgment should be
      insured  against,  with a Lender's  Loss  Payable  Endorsement  naming the
      Lender as an additional  insured,  together with a full  replacement  cost
      endorsement (without provisions for co-insurance).


                                       35
<PAGE>

            (5) For each Project,  flood  insurance in the maximum amount of the
      budgeted  construction costs or the maximum coverage available,  whichever
      is less,  designating the Lender as payee, or evidence satisfactory to the
      Lender that the Project is not located within an area designated as within
      the 100 year flood plain under the National Flood Insurance Program.

      (b) Each policy of insurance  required under this Section 5.4 must contain
the "standard non-contributory mortgagee clause" and the "standard lenders' loss
payable  clause,"  or  their  equivalents,  in favor of the  Lender  and/or  its
assignees,  and will provide a certificate of insurance on Accord Form 27 to the
Lender.  The Borrower must also furnish the Lender with receipts for the payment
of  premiums  on such  policies or other  evidence  of such  payment  reasonably
satisfactory to the Lender.

      (c) In the event  the  Borrower  does not  deposit  with the  Lender a new
policy of insurance  with  evidence of payment of premiums  thereon  immediately
upon renewal,  then the Lender may, but will not be obligated  to,  procure such
insurance, and the Borrower will pay the premiums thereon to the Lender promptly
upon demand.

      (d)  The  Lender  will  not,  by  the  fact  of  approving,  disapproving,
accepting,  preventing, obtaining or failing to obtain any such insurance, incur
any liability for the form or legal sufficiency of insurance contracts, solvency
of insurers or payment of losses, and the Borrower hereby expressly assumes full
responsibility therefor and all liability related thereto, if any.

Section 5.5. Financial Covenants

      Borrower shall comply with, or ensure compliance with, the following:

            (1) Net Worth. Bluegreen Corporation will maintain a Net Worth equal
      to or in excess of $200,000,000.00; and

            (2) Ratio of Total  Debt to Net Worth.  At all  times,  the ratio of
      total Debt of Bluegreen  Corporation  determined in  accordance  with GAAP
      consistently  applied on a consolidated  basis,  and not including but not
      limited  to  contingent  liabilities,  to its Net Worth  shall not  exceed
      2.5:1.

Section 5.6. No Encumbrance; No Transfers

      None of the  entities  comprising  the  Borrower  (including  the  Project
Owners) and Guarantor may encumber,  pledge,  mortgage,  assign,  hypothecate or
otherwise  Transfer  all  or any  portion  of a  Project  or the  Land  that  is
encumbered  by  the  Project  Security  Instruments  and  any  interest  in  any
collateral  with  respect to the  Projects  pledged  under the Project  Security
Instruments to or for the benefit of a lender other than the Lender,  except for
leases and purchase money loans for equipment  purchased in the ordinary  course
of business.  The entities comprising Borrower will not make any Transfer unless
the Borrower has obtained the written  consent of the Lender,  which consent may
be granted or withheld in the Lender's sole and absolute discretion.


                                       36
<PAGE>

Section 5.7. Further Assurances

      The  Borrower  shall  execute  and  deliver,  or cause the  execution  and
delivery, at any time and from time to time any and all instruments,  agreements
and documents, and will take such other action, or cause such other action to be
taken,  as the Lender  reasonably  requires to  maintain,  perfect or insure the
Lender's  security  provided for under the Loan  Documents,  including,  without
limitation, the execution of amendments to the Loan Documents.

Section 5.8. Survival of Covenants

      The  covenants  contained in this Article V are in addition to, and not in
derogation of, the covenants contained elsewhere in the Loan Documents and shall
be deemed to be made and reaffirmed prior to the making of each  disbursement of
proceeds of the Loan.

ARTICLE 6. THE PROJECTS

Section 6.1. Consideration

      As an  inducement  to the Lender to finance  each Project and to make each
disbursement of the Loan for the Projects,  the Borrower represents and warrants
the truth and accuracy of the matters  regarding  each Project set forth in this
Article  VI and hereby  covenants  regarding  each  Project as set forth in this
Article  VI.  Each of the  representations,  warranties  and  covenants  in this
Article VI is made by the Borrower  with  respect to each Project  individually,
and as to all Projects  collectively.  The Borrower's  execution and delivery to
the Lender of the Project  Commitment and other Project  Documents for a Project
shall  be  deemed  a  reaffirmation  by the  Borrower  of  the  representations,
warranties and covenants in this Article VI as to that Project.

Section 6.2. Title to Project

      Except as may be  otherwise  provided  in the  conditions,  covenants  and
restrictions  governing the Timeshare Program,  the Project Owner is, or will be
upon  acquisition of the Land, the  Improvements,  and the  Development  Work as
contemplated by the Project  Commitment,  the sole legal and beneficial owner of
the Land, the  Improvements,  and the  Development  Work,  free and clear of all
claims, liens and encumbrances other than Permitted Exceptions. Except as may be
otherwise provided in the conditions,  covenants and restrictions  governing the
Timeshare  Program,  all of the  personal  property  which  forms  a part of the
Improvements and the Development Work is or will be vested solely in the Project
Owner, free and clear of all claims,  liens and  encumbrances,  and the security
interest of the Lender in such personal property is a first lien thereon

Section 6.3. No Prior Liens or Claims

      (a) As to  Projects  as to which no prior  work has  commenced,  except as
otherwise  may have been  approved  in writing by the Lender and as to which the
Lender shall have received such endorsements (including mechanics lien coverage)
to the Title Policy as the Lender may require to assure the priority of the Deed
of Trust as a valid first lien on the Project,  prior to recordation of the Deed
of Trust,  neither the Project Owner,  nor anyone acting on the Project  Owner's
behalf has (i) commenced construction of the Development Work, or any grading or
site


                                       37
<PAGE>

clearance related thereto,  (ii) purchased,  contracted for or otherwise brought
upon  the  Land  any  materials,   specially  fabricated  or  otherwise,  to  be
incorporated  into the  Development  Work, or (iii) entered into any contract or
arrangement, the performance of which by any other party thereto could give rise
to a lien or claim on the Project or any portion thereof.

      (b) As to Projects as to which the Project Owner has disclosed  that prior
work  has  commenced   and  Lender  has  consented  to  such  prior  work,   and
notwithstanding  that,  prior to recordation  of the Deed of Trust,  the Project
Owner  has  (i)  commenced  certain  construction  activity  on the  Land,  (ii)
purchased,  contracted  for  or  otherwise  brought  upon  the  Land  materials,
specially fabricated or otherwise, to be incorporated into the Development Work,
and/or (iii) entered into certain contracts or arrangements,  the performance of
which by any  other  party  thereto  could  give  rise to a lien or claim on the
Project or any portion thereof,  the Borrower represents none of such activities
have given rise, nor shall any such activities  give rise in the future,  to any
liens  against the Project  which could impair the priority of the Deed of Trust
as a valid first lien on the Project.

Section 6.4. Access to the Project

      All roads, streets,  traffic turn lanes, and access ways necessary for the
full utilization of the Project for its intended purpose have either been bonded
around or completed or the necessary  rights of way have either been acquired by
the appropriate  governmental authority or have been dedicated to public use and
accepted by the appropriate governmental authority, and all necessary steps have
been taken by the Project Owner and the  appropriate  governmental  authority to
assure the complete construction and installation thereof by the time needed for
construction and/or occupancy and operation of the Project.

Section 6.5. Compliance with Project Requirements and Laws and Regulations

      The Project and the Improvements, the proposed and actual use thereof, and
the  Development  Work when completed will comply in all material  respects with
the  Project  Requirements  and with the Laws and  Regulations,  and there is no
action or  proceeding  pending or, to the  knowledge of the Borrower  (after due
inquiry),  threatened  before any court,  quasi-judicial  body or administrative
agency at the time of any disbursement by the Lender relating to the validity of
the Loan or would have a material  adverse  effect on the proposed or actual use
of the Project.

Section 6.6. Covenants, Zoning, Codes, Permits and Consents

      The  Borrower  is  familiar  and has  complied  with  all of the  Laws and
Regulations  to be complied  with in  connection  with the  construction  of the
Development Work. All permits, licenses,  consents,  approvals or authorizations
by, or  registrations,  declarations,  withholding of objections or filings with
any governmental body necessary in connection with the valid execution, delivery
and performance of the Loan Documents,  and any and all other documents executed
in connection  with any of the foregoing,  necessary for the  development of the
Land and necessary for the construction of the Development  Work, or in a timely
manner will be  obtained,  and are or will be valid,  adequate and in full force
and effect for the purposes hereunder.  Construction of the Development Work and
the  intended  use of the  Project as part of a


                                       38
<PAGE>

Timeshare  Program will in all respects  conform to and comply with all Laws and
Regulations,  including without limitation all applicable  zoning,  subdivision,
environmental  protection,   use  and  building  codes,  laws,  regulations  and
ordinances.

Section 6.7. Utilities

      All utility services and facilities  necessary for the construction,  sale
and occupancy of the Project and the operation  thereof for its intended purpose
are either  available at the  boundaries of the Land,  or, if not, all necessary
steps have been taken by the  Project  Owner and the local  authority  or public
utility company which provides such services to assure the complete installation
and  availability  thereof when needed for  construction,  sale,  occupancy  and
operation of the Project.

Section 6.8. Map, Permits, Licenses and Approvals

      The Project Owner has obtained,  or will in a timely  manner  obtain,  the
Map. Project Owner shall properly comply with and keep in effect the Map and all
permits,  licenses  and  approvals  which  are  required  to  be  obtained  from
governmental bodies in order to construct,  occupy, operate, market and sell the
Project.  Project Owner shall  promptly  deliver  copies of the Map and all such
permits, licenses and approvals to Lender.

Section 6.9. Approval of Plans and Specifications and Approval of Budget

      (a) The  Plans  and  Specifications  are a  true,  complete  and  accurate
reflection of the Development  Work that the Project Owner will  construct.  The
Plans and  Specifications  are  satisfactory  to the Project Owner and have been
reviewed and approved by the Project  Owner and the general  contractor  for the
Project (if different  from the Project  Owner),  and have also been approved as
required by all governmental bodies or agencies having jurisdiction  (including,
without  limitation,  any local design review  boards) and, if required,  by the
beneficiary  of any  restrictive  covenant  affecting the Project.  There are no
structural   defects  in  the  Development  Work  as  shown  in  the  Plans  and
Specifications,  and no violation of any of the Laws and Regulations exists with
respect to the Plans and Specifications.

      (b)  After  diligent  investigation  of all  relevant  conditions  and due
consultation  with such  parties as the  Project  Owner deems  appropriate,  the
Project  Owner  represents  that the Budget  identifies on a line item basis all
costs to be incurred in connection with the  Development  Work and all costs for
which proceeds of the Loan are to be disbursed.  The Budget reflects the Project
Owner's best,  true,  accurate and complete  estimate of the costs shown therein
and of the costs estimated to be necessary to construct the Development  Work in
accordance with the Plans and Specifications.

Section 6.10. Adequacy of Loan Amount

      The Loan Amount,  when combined with Borrower's  invested cash equity,  is
sufficient to pay all costs of the acquisition of the Land and the  Improvements
and all  costs  of the  Development  Work  in  accordance  with  the  Plans  and
Specifications  and all  remaining  costs  related  thereto,  except as has been
specifically disclosed to and approved in writing by the Lender.


                                       39
<PAGE>

Section 6.11. Construction Start and Completion

      Subject  to a Force  Majeure  Event  (but not having any effect on Section
8.1(a)(14) and Section 8.1(a)(16)) the Project Owner shall commence construction
of the  Development  Work no  later  than the  date  set  forth  in the  Project
Commitment  and  shall  thereafter  diligently  proceed  with  construction  and
completion of the Development  Work in a good and  workmanlike  manner in normal
course of business  as a prudent  developer.  The Project  Owner shall cause the
Development Work at all times to materially  conform to the Laws and Regulations
and shall  accomplish  completion  of the  Development  Work in the  manner of a
prudent developer. The Project Owner shall cooperate at all times with Lender in
bringing about the timely  completion of each element of the  Development  Work,
and Project Owner shall use best efforts to resolve all disputes  arising during
the  work of  construction  in a  manner  which  shall  allow  work  to  proceed
expeditiously.

Section 6.12. Personal Property Incorporation

      All personal property for which the Lender disburses Loan proceeds for the
Project  is to be  stored  on the  Land  and in the  Lender's  judgment  must be
reasonably secure from damage and theft and fully insured at all times.

Section 6.13. Contractors and Contracts

      Upon demand by the Lender,  the Project Owner shall furnish to the Lender,
from time to time, correct lists of all contractors and subcontractors  employed
in connection  with the  Development  Work.  Each such list shall show the name,
address and telephone number of each such contractor or subcontractor, a general
statement  of the nature of the work to be done,  the labor and  materials to be
supplied,  the names of materialmen,  if known, and the approximate dollar value
of such  labor,  work and  materials  with  respect  to  each.  Upon an Event of
Default,  the Lender shall have the right,  and at any time the Inspector  shall
have the right (in both cases without  either the  obligation  or the duty),  to
contact  directly each contractor,  subcontractor  and materialman to verify the
facts disclosed by said list or for any other purpose.

Section 6.14. Evidence of Ownership of Materials

      If requested by the Lender,  the Project Owner shall  promptly  deliver to
Lender any bills of sale,  statements,  receipts,  contracts or agreements under
which the Project  Owner  claims  title to any  materials,  fixtures or articles
incorporated into the Development Work.

Section 6.15. Changes to Plans and Specifications and Budget

      (a) The following Changes,  whether made by change order or otherwise,  to
any of (i) the Budget or the schedule of the costs of the Development Work, (ii)
the Plans and  Specifications  and/or  (iii)  working  drawings  relating to the
Development  Work, shall require the prior written  approval of the Lender,  and
any request for such approval  shall be accompanied by a written report from the
Inspector stating that the Inspector has reviewed and approved such Changes:

            (1) any Change which, together with all prior increases, will result
      in an increase to the total Budget for the Development Work of 5% or more,
      it being  understood  that the


                                       40
<PAGE>

      foregoing  shall not apply to  increases to  particular  line items of the
      Budget unless such increase to the line item will result in an increase to
      the total Budget for the Development Work of 5% or more;

            (2) any Change which, together with all prior decreases, will result
      in a decrease to the total Budget for the Development  Work of 5% or more,
      it being  understood  that the  foregoing  shall not apply to decreases to
      particular  line items of the Budget unless such decrease to the line item
      will result in a decrease to the total Budget for the Development  Work of
      5% or more;  provided,  however,  that the Project  Owner shall not offset
      against  each other  increases  and  decreases in the total Budget for the
      Development  Work,  it being the intent  that an increase or a decrease in
      the total Budget for the Development Work which meets either the threshold
      set  forth in  subparagraph  (a)(1)  or the  threshold  set  forth in this
      subparagraph (a)(2) shall require the prior approval of the Lender; and

      (b) As a condition to its approval of any Change described in subparagraph
(a), Lender may require verification that such Change:

            (1) is a Change as to which the Project  Owner has complied with the
      terms of subparagraph (c) of this Section 6.15;

            (2) will not adversely affect the value of the Lender's security;

            (3)  is  not  a  material  change  in  structure,  design,  exterior
      appearance, square footage, or function;

            (4) would not cause an  increase in any line item or category of the
      Budget in excess of the contingencies  (if any) specifically  contained in
      the Budget for that line item or category; and

            (5) would be consistent with the Laws and Regulations.

      (c) The  Lender is under no duty to review or inform the  Borrower  of the
quality  or  suitability  of the  Plans  and  Specifications,  any  contract  or
subcontract or any changes  thereto.  Without  limitation of the foregoing,  the
Project Owner shall obtain the Lender's prior written approval of any alteration
in the Plans and  Specifications  which might adversely  affect the value of the
Lender's  security  or  which,  regardless  of cost,  is a  material  change  in
structure, design, function or exterior appearance.

      (d) The  Project  Owner  agrees to provide  the Lender  with copies of all
change  orders,  together  with all  additional  documents  that the  Lender may
require  in order to  evaluate  a  request  for  approval  of a Change of a type
described in subparagraph (a) above.  These documents may include the following:
(i) a written  description of the Change and related working drawings and (ii) a
written  estimate of the cost of the Change and the time  necessary  to complete
it. The Lender may take a reasonable  time to evaluate any requests for approval
of a Change,  and may  require  that all other  approvals  required  from  other
parties be  obtained  before it reviews  any  requested  Change.  The Lender may
approve or disapprove  Changes in the exercise of its reasonable  judgment.  The
Project Owner  acknowledges  that any requested Changes may result in delays and
agrees that any delays  caused by the Lender or  otherwise  shall not affect the


                                       41
<PAGE>

Project Owner's  obligation to complete each element of the Development  Work in
accordance with the Construction Progress Schedule.

      (e) In the event that either:

            (1) the proceeds of the Loan which are  available  for  disbursement
      will not be sufficient to complete the Development Work as scheduled; or

            (2) the costs of the  Project  have  increased  over the  amount set
      forth in the  Budget by an amount  in  excess of the  amount  set forth in
      subparagraph (a)(1),

then the  Project  Owner  shall  submit to the  Lender a revised  budget for the
Project,  together with (i) a request that the Lender approve an increase in the
Project Loan Amount,  which  request the Lender may approve or disapprove in its
absolute  and sole  discretion,  or (ii)  evidence  that the  Project  Owner has
sufficient funds to pay the increased costs, in which event the Lender shall not
be obligated to disburse  additional amounts of the Loan pursuant to Section 3.3
until such time as the Borrower provides to the Lender evidence that it has paid
from its own funds,  in  addition  to any  Project  Owner funds which the Budget
requires, an amount at least equal to the increase.  Any such revised Budget for
the Project  submitted to the Lender shall be  accompanied  by a written  report
from the  Inspector  stating  that the  Inspector  has reviewed and approved the
revised Budget.

      (f) In addition to obtaining the prior  written  approval of the Lender in
connection  with any Change  described in this Section  6.15,  the Project Owner
shall also obtain,  to the extent that such  approvals may be required,  (i) the
approvals of the  appropriate  governmental  authorities  to any Change and (ii)
from the  appropriate  persons or entities  approvals of any  alterations in the
Map, the Plans and  Specifications or any work,  materials or contracts that are
required  by any of the Laws and  Regulations  or under the terms of the Project
Commitment or the other Loan Documents.

Section 6.16. Lender Inspections, Appraisal and Information

      During  normal  business  hours,  the Project  Owner shall arrange for the
Lender,  the Inspector or any other authorized  representative of Lender, at the
expense  of the  Borrower,  to visit,  inspect  or  appraise  the  Project,  the
materials  to  be  used   thereon  or  therein,   contracts,   records,   plans,
specifications  and  shop  drawings  relating  thereto,   whether  kept  at  the
Borrower's  offices or at the Project  construction  site or elsewhere,  and the
books,  records,  accounts and other  financial  and  accounting  records of the
Borrower  wherever  kept,  and to make  copies  and take  extracts  thereof  and
therefrom as often as may be  reasonably  requested by the Lender.  The Borrower
will cooperate with the Lender to enable the Lender, the Inspector or such other
authorized representatives of the Lender to conduct such visits, inspections and
appraisals.  The costs of the Inspector and the other authorized representatives
of the Lender,  and of such  inspections  and  appraisals  shall be borne by the
Borrower  and shall be paid  within  30 days of the  Borrower's  receipt  of any
invoice with respect  thereto.  Borrower agrees to keep at its offices or at the
Project,  and to make  available  to the  Lender,  the  Inspector  of any  other
representative   of  Lender  during  normal  business   hours,   the  Plans  and
Specifications  on an as-built basis or, if unavailable,  the final set of plans
and   specifications   from  which  the   Development   Work


                                       42
<PAGE>

were constructed  ("As-Builts"),  certified by a licensed  architect or licensed
contractor as true, correct and complete As-Builts.

Section 6.17. Correction of Defects

      If Lender in its reasonable  judgment determines that any Development Work
or materials fail to conform to the Map, any Laws and Regulations, the Plans and
Specifications,  or that they otherwise  depart from any of the  requirements of
this Loan Agreement,  the Lender may require the work to be stopped and withhold
disbursements  until the matter is corrected.  If this occurs, the Project Owner
shall  promptly  correct  the work to the  Lender's  satisfaction,  and  pending
completion  of such  corrective  work  shall not allow any other  work  which is
dependent upon or directly related to the work requiring  correction to proceed.
No such action by the Lender  shall  affect the Project  Owner's  obligation  to
complete each element of the Development  Work within the times required by this
Loan  Agreement.  The  disbursement  of any Loan proceeds shall not constitute a
waiver of the Lender's right to require compliance with this covenant.

Section 6.18. Protection Against Lien Claims

      (a) The  Project  Owner shall pay and  discharge,  or cause to be paid and
discharged,  promptly  and fully all  claims for labor  done and  materials  and
services furnished in connection with the Development Work, and take or cause to
be taken all  reasonable  steps to  forestall  the  assertion  of claims of lien
against the  Project or any part  thereof.  Upon the request of the Lender,  the
Project  Owner shall  obtain a lien waiver with respect to each payment by or to
the Project Owner and each of the various  subcontractors  and materialmen  (and
the major subcontractors and submaterialmen under them). Lender, at any time, at
its option,  may require that any  disbursement  made hereunder be made by joint
check   made   payable  to  the   Project   Owner  and  the   subcontractor   or
sub-subcontractor for whose account such payment is to be made, as joint payees.

      (b) Nothing  herein  contained  shall require the Project Owner to pay any
claims for labor,  materials,  or services which the Project Owner in good faith
disputes  and  which  the  Project  Owner,  at its own  expense,  currently  and
diligently contests,  provided that, in the event the aggregate amount of claims
filed with  respect to the  Project  exceeds  $25,000,  within 30 days after the
Project  Owner's  actual receipt of notice of filing of that claim of lien which
exceeds the specified amount,  the Project Owner shall take one of the following
actions with respect to all subsequent claims:

            (1) record or cause to be recorded in the office of the  recorder of
      the County in which the Project is located a surety bond or other security
      sufficient to release said claim of lien, or

            (2) make or cause to be made a deposit of cash in the amount of 150%
      of the claim of lien with the Lender; or

            (3)  deliver  or  cause  to  be   delivered  to  Lender  a  specific
      endorsement  to the Title Policy which insures the Lender against any loss
      by reason of such claim of lien, or


                                       43
<PAGE>

            (4)  deliver  or cause to be  delivered  to the  Lender  such  other
      assurance as may be acceptable to the Lender.

Section 6.19. Conveyance, Lease or Encumbrance

      The Project Owner shall not sell, agree to sell, convey, transfer, dispose
of or further  encumber the Project or any portion  thereof or interest  therein
(other than the sale of Timeshare  Interests on and subject to the terms of this
Loan  Agreement),  or enter into a lease covering all or any portion  thereof or
interest therein, either voluntarily,  involuntarily or otherwise, or enter into
an agreement  to do so,  without the prior  written  consent of the Lender being
first had and obtained.  All  easements,  declarations,  covenants,  conditions,
restrictions  and  dedications  affecting  the Project shall be submitted to the
Lender for its approval,  accompanied by a drawing or survey showing the precise
location thereof,  and such approval shall be obtained prior to the execution or
granting  of any  thereof by the  Project  Owner.  The  Project  Owner shall not
execute  any lease of any  portion  of the  Project  without  the prior  written
consent of the Lender. The Project Owner shall promptly notify the Lender of any
event of default or  cancellation  under any lease now or  hereafter  in effect.
Upon Lender's approval of same the Lender will join or consent to such documents
to the  extent  requested  by  Borrower  provided  Lender  shall  not  incur any
liability with respect to such joinder or consent.

Section 6.20. Security Instruments

      From time to time, upon the request of the Lender, the Project Owner shall
execute and deliver to the Lender a security  instrument or  instruments  naming
the Lender as secured  party  covering all contracts of any kind entered into in
connection  with  the  Development  Work  and all  other  property  of any  kind
whatsoever  owned by the Project  Owner and used,  or to be used, in the use and
enjoyment of the Project and  concerning  which the Lender may have any doubt as
to  its  being  subject  to  the  lien  of  the  Project  Security  Instruments.
Notwithstanding  any  language in this Section  6.20 to the  contrary,  Borrower
shall not be required to pledge any interest to the names  Bluegreen,  Bluegreen
Vacation Club or any variation thereof.

Section 6.21. Further Assurances; Cooperation

      The Project  Owner will at any time and from time to time upon  request of
the Lender take or cause to be taken any action, execute,  acknowledge,  deliver
or record any  further  documents,  opinions,  mortgages,  security  agreements,
financing statements or other instruments or obtain such additional insurance as
the Lender in its reasonable  discretion deems necessary or appropriate to carry
out the purposes of this Loan Agreement and to preserve, protect and perfect the
security  interest  intended to be created and  preserved  in the  Project,  the
Improvements, and the Development Work.

Section 6.22. Negative Covenants

      So long as any amount payable under any Loan Document still remains unpaid
or Lender shall have any commitment to disburse the Loan hereunder,  the Project
Owner shall not,  unless the Lender shall  otherwise  consent in writing or as a
Permitted  Exception  (i) create,  assume or suffer to exist any lien,  security
interest  or other  charge or  encumbrance,  or any other  type of  preferential
arrangement, upon the collateral for the Loan assigned to the Lender pursuant to


                                       44
<PAGE>

Project Security Instruments, or (ii) sell, lease, transfer or otherwise dispose
of (A) all or  substantially  all of its  assets (in a single  transaction  or a
series  of  related  transactions),  or (B) any of the  collateral  for the Loan
assigned to the Lender by the Project  Owner,  except in the ordinary  course of
business.

Section 6.23. Signs

      Upon the request of the Lender, the Project Owner shall erect and place on
or in the vicinity of the Project a sign or signs indicating that the Lender has
provided construction  financing for the Project. Said sign(s) shall comply with
Laws and Regulations and remain the property of the Lender and shall be required
to be removed only after the Development Work has been completed.

ARTICLE 7. SALES OF TIMESHARE INTERESTS AND RELEASES FROM DEED OF TRUST

Section 7.1. Sales and Closings

      The  Borrower  may enter into Sales  Agreements  for the sale of Timeshare
Interests in the ordinary  course of business  with bona fide third party buyers
without the Lender's prior written consent if:

            (1) a Sales  Agreement is executed with the buyer which  conforms to
      the requirements of this Loan Agreement; and

            (2)  the  Borrower,  acting  in good  faith  following  exercise  of
      reasonable  due   diligence,   has  qualified  the  buyer  under  policies
      consistent  with  the  Borrower's  business  practices  applicable  to its
      projects, generally.

The Borrower shall, upon the Lender's  request,  provide to Lender copies of the
Sales  Agreements.  The Lender in the exercise of its reasonable  discretion may
consider  any sale to be  unsatisfactory  if the  sale  fails to meet any of the
requirements of this Loan Agreement. If this happens, or if any Event of Default
has occurred and is  continuing,  the Lender may make written demand on Borrower
to submit future Sales Agreements for the Lender's  approval prior to execution,
together in each instance with accompanying  financial  statements for the buyer
and other  information  that the Borrower may have pertaining to the prospective
buyer. The Borrower shall comply immediately with any such demand by the Lender.

Section 7.2. Sales Operations and Seller's Obligations

      The Borrower shall at all times maintain adequate marketing capability for
the sale of the Timeshare Interests,  and shall perform all obligations required
to be performed by it under each Sales Agreement.


                                       45
<PAGE>

Section 7.3. Intentionally Omitted

Section 7.4. Releases from Lien of Deed of Trust

      The Borrower may from time to time request that Lender release one or more
Timeshare  Interests  from the lien of the Deed of Trust and the  other  Project
Security  Instruments  encumbering such Timeshare  Interests.  The Lender agrees
that it will use its best efforts to execute a partial release that releases the
Lender's lien on such Timeshare  Interests pursuant to the Deed of Trust and the
other Project Security Instruments within [5] Business Days after receipt of the
release,  provided  that the  following  conditions  precedent  shall  have been
satisfied:

            (1) the Lender shall have received a written  notice  requesting the
      partial  release no fewer than 5 Business  Days prior to the date on which
      the partial release is to be effective, which notice shall specify (i) the
      Project,  (ii) the specific Timeshare Interests to be released,  (iii) the
      Person(s) to whom such Timeshare Interests are being sold, which Person(s)
      shall not be an Affiliate of the  Borrower or of any  Guarantor,  and (iv)
      the Lender's Release Price(s) therefor;

            (2) the Lender  shall have  received  evidence  satisfactory  to the
      Lender that, if the release is being sought  precedent to a sale,  (i) the
      closing of the sale and/or  release of such Timeshare  Interests  shall be
      conducted  through  an escrow  with a title  company  or an  escrow  agent
      specified by the Borrower and  satisfactory  to the Lender,  and (ii) such
      title company shall have been instructed,  which  instructions  shall have
      been  acknowledged and agreed to by such title company and which cannot be
      changed or supplemented without the Lender's written  concurrence,  not to
      record the Lender's  partial release until such title company  receives in
      respect of such release an amount equal to Lender's Release Price for such
      Timeshare  Interests and is irrevocably  committed to disburse such amount
      to the Lender;

            (3)  the  Lender   shall  have   received   executed   originals  of
      instruments,  agreements  and  other  documents,  in  form  and  substance
      satisfactory to the Lender,  which the Lender  determines are necessary or
      appropriate,  to evidence  and/or  effectuate  the partial  release and to
      modify the Loan Documents as a result thereof;

            (4) the Lender shall have received  evidence  satisfactory to Lender
      that the  Borrower  has  satisfied  all  conditions  precedent in the Loan
      Documents relating to the release of the Timeshare Interests; and

            (5) no Event of Default shall exist,  unless the Event of Default is
      a Project  Specific Default and the Borrower seeks Lender's release of the
      entire Project as to which the Project Specific Default applies.

In connection with each release of a Timeshare Interest, provided all conditions
to such  release  have been met,  the  Lender  agrees  to  provide  to the title
insurance company an estoppel letter, in form and substance  satisfactory to the
Lender, specifying the Lender's Release Price for the applicable Project.


                                       46
<PAGE>

      (b) In addition to the  releases  provided  for in  subparagraph  (a), the
Lender agrees that,  without requiring payment of any additional  release price,
it shall  release  from the lien of the  Deed of  Trust  and the  other  Project
Security  Instruments  those  portions  of the  Project  necessary  for  utility
easements and dedicated  public roads, and Lender shall agree to subordinate its
lien of the Deed of Trust and the other Project Security  Instruments  and/or to
execute a  non-disturbance  agreement  relative to the Project's common elements
(including any parts of the Project to be transferred to a timeshare association
or the like) if required by any governmental agency; provided that the following
conditions precedent shall have been satisfied:

            (1) the Borrower  complies with the  requirements  of  subparagraphs
      (1),  (3),  (4)  and  (5) of  subparagraph  (a)  above  (except  that  the
      requirement of subparagraph (a)(1) requiring the written notice to specify
      the Lender's Release Price(s) shall not be applicable);

            (2) the  Lender is  furnished  with a survey,  or  another  document
      reasonably  satisfactory to the Lender,  depicting and describing the real
      property affected; and

            (3) such request is  consistent  in all material  respects  with the
      site plan or other depiction of the Project provided to the Lender as part
      of the Project Underwriting Documents.

            (c) In addition to the releases  provided for in  subparagraphs  (a)
      and (b),  Lender  agrees  that it shall  release the Deed of Trust and the
      Project  Security  Instruments  (or assign  without  recourse or warranty,
      other than for acts and  omissions of Lender,  such  Project  Documents as
      requested by Borrower  and at no cost to Lender) for a particular  Project
      upon  the  payment  in  full of the  corresponding  Project  Loan  Amount,
      provided that no Event of Default or Potential Default shall exist.

ARTICLE 8. EVENTS OF DEFAULT AND REMEDIES

Section 8.1. Events of Default

      (a)  The  occurrence  and  continuance  of  any of  the  following  events
constitutes an "Event of Default" hereunder:

            (1) The Borrower  fails to pay any  installment  of principal on the
      Loan when due,  including the payment of any  installment  of principal on
      any Project Loan,  whether at stated maturity,  as a result of a mandatory
      prepayment  requirement  not  cured  within  one (1)  Business  Day,  upon
      acceleration  or otherwise,  or pay when due any  interest,  fees or other
      amounts payable hereunder or under the other Loan Documents.

            (2) Any  representation  or  warranty  made by the  Borrower  or any
      Guarantor herein or in any other Loan Document is at any time incorrect in
      any material respect.

            (3) The  Borrower  or any  Guarantor  fail to perform or observe any
      term,  covenant or agreement contained in this Loan Agreement or any other
      Loan  Document  relative  to any  Project  under  this Loan,  including  a
      cross-default  under any Project Loan, and such failure remains unremedied
      for 30 days after  notice  thereof  from the Lender to the


                                       47
<PAGE>

      Borrower or any Guarantor;  provided that in the event the Borrower or any
      Guarantor  commences  and is diligently  pursuing to completion  action to
      cure the  failure,  such 30 day period may be extended  for such period of
      time as is necessary to cure the failure,  but in no event longer then 120
      days from the date of the Lender's notice;  provided further however, that
      in the event (i) the  Lender  reasonably  determines  that the  failure to
      immediately  declare an Event of Default  could  materially  and adversely
      harm the rights of the Lender  hereunder or under any other Loan Document,
      or the rights of the Lender  with  respect  to the  collateral  pledged to
      secure the Loan, or (ii) the Lender reasonably determines that the failure
      to perform or observe the terms of this Loan  Agreement  or any other Loan
      Document  cannot be remedied with the passage of 120 days, then the Lender
      may declare an immediate  Event of Default in its notice given pursuant to
      this Section 8.1(a)(3).

            (4)  The  Borrower  or  any  Guarantor  asserts  the  invalidity  or
      unenforceability  of any Loan Document or any Loan Document is adjudicated
      to be invalid or unenforceable in any material respect.

            (5) Any event of default  (however  described)  under any other Loan
      Document occurs and is not cured within the applicable grace period.

            (6) Any  Project  Security  Instrument,  for any  reason,  ceases to
      create a valid  and  perfected  first  priority  lien on or in the Land or
      other collateral  relating thereto as described in the Loan Documents,  or
      the Borrower so states in writing other than the Permitted Exceptions.

            (7) The dissolution or winding up of the Borrower or any Guarantor.

            (8) Any Transfer  occurs which has not been  consented to in writing
      by Lender.

            (9) The  Borrower or any  Guarantor  fails to comply with any of the
      financial covenants set forth in Section 5.5.

            (10) A Material  Adverse  Change  occurs and is not cured within the
      cure period set forth in Section 8.1(a)(3) hereof.

            (11) Any  judgment  or order for the  payment  of money in excess of
      $2,500,000,  singularly  or in the  aggregate,  is  rendered  against  the
      Borrower or any Guarantor,  and either (i)  enforcement  proceedings  have
      been  commenced by any  creditor  upon such  judgment,  or (ii) there is a
      period of 15 Business  Days  during  which a stay of  enforcement  of such
      judgment or order,  by reason of a pending appeal or otherwise,  is not in
      effect.

            (12) The Borrower or any Guarantor fails to pay any Debt (other than
      the Debt  incurred by the Borrower and any  Guarantor  with respect to the
      Loan, the Events of Default with respect to which are set forth  elsewhere
      in this  Section  8.1),  or any  interest  or  premium  thereon,  when due
      (whether by scheduled maturity, required prepayment,  acceleration, demand
      or  otherwise)  and such  failure  continues  after the  applicable  grace
      period, if any, specified in the agreement or instrument  relating to such
      Debt; any other


                                       48
<PAGE>

      default under any  agreement or  instrument  relating to any such Debt, or
      any other event,  occurs and continues after the applicable  grace period,
      if any,  specified in such agreement or instrument,  if the effect of such
      failure to pay, default or event results in the  acceleration,  or permits
      the  acceleration  of,  the  maturity  of such  Debt;  or any such Debt is
      declared to be due and payable,  or is required to be prepaid  (other than
      by a regularly scheduled required prepayment) prior to the stated maturity
      thereof;  provided  however that none of the foregoing events or inactions
      will  constitute an Event of Default  unless such event or inaction  could
      result in a Material Adverse Change.

            (13) The Borrower or any Guarantor  generally does not pay its Debts
      as such Debts  become due, or admits in writing its  inability  to pay its
      Debts  generally,  or  makes  a  general  assignment  for the  benefit  of
      creditors;  or any  proceeding is instituted by or against the Borrower or
      any Guarantor  seeking to adjudicate  such party as bankrupt or insolvent,
      or  seeking   liquidation,   winding  up,   reorganization,   arrangement,
      adjustment,  protection, relief or composition of such party's Debts under
      any law relating to bankruptcy,  insolvency or reorganization or relief of
      debtors, or seeking the entry of an order for relief or the appointment of
      a receiver,  trustee or other  similar  official for such party or for any
      substantial  part of such  party's  property  and, in the case of any such
      proceeding  instituted  against it (but not instituted by it), either such
      proceeding  remains  undismissed  or  unstayed  for a  period  of 60  days
      (whether  or  not  consecutive),  or any of the  actions  sought  in  such
      proceeding  (including,  without,  limitation,  the  entry of an order for
      relief against,  or the appointment of a receiver,  trustee,  custodian or
      other  similar  official  for,  it or  for  any  substantial  part  of its
      property)  occur;  or the  Borrower or any  Guarantor  takes any action to
      authorize any of the actions set forth above.

            (14) With  respect to any Project,  the  Borrower  fails to commence
      construction  of the  Development  Work or  fails  to  satisfy  all of the
      conditions of this Loan  Agreement  with respect to  disbursement  of Loan
      proceeds for costs of such  construction  on or before the expiration of 6
      months after date of the Project Commitment issued for such Project.

            (15) With  respect to any  Project,  there shall  occur  substantial
      deviations  in the  Development  Work from the  Plans  and  Specifications
      without the prior  approval of the Lender,  or the existence of materially
      adverse   defective   workmanship  or  materials   incorporated  into  the
      Development   Work,   such  deviations  and  defects  to  be  conclusively
      determined by the Lender after consultation with the Inspector.

            (16) With respect to any Project,  cessation of the Development Work
      prior to completion for a continuous period of (i) 90 days or more if such
      cessation is caused by a Force Majeure  Event,  or (ii) 30 days or more if
      such cessation is not caused by a Force Majeure Event.

            (17) With respect to any Project, a court of competent  jurisdiction
      enters an order enjoining  construction of the Development Work, or such a
      court  or an  authorized  governmental  agency  orders  that  sales of the
      Timeshare  Interests  be suspended  or halted,  or any required  approval,
      license or permit is withdrawn or suspended,  and the order, withdrawal or
      suspension remains in effect for a period of 15 Business Days.


                                       49
<PAGE>

            (18) With  respect  to any  Project,  any surety  obligated  for any
      Development  Work is called  upon to perform  its  obligations  and/or any
      person demands funds pursuant to any  "set-aside"  letter or "cash in lieu
      of bond agreement" issued by the Lender with respect to the Project.

            (19) The assignment by the Borrower or any Guarantor of the rents or
      the income of any Project, or any part thereof or of any other revenues or
      sales proceeds relating to the Project (other than to the Lender).

            (20) With respect to any Project, there occurs any attachment, levy,
      execution or other  judicial  seizure of any portion of the  Project,  any
      other collateral provided by the Borrower under any of the Loan Documents,
      or any substantial  portion of the other assets of the Borrower,  which is
      not released,  expunged,  discharged or dismissed  prior to the earlier of
      (i) 20 days after such attachment,  levy execution or seizure, or (ii) the
      sale of the assets affected thereby.

            (21) The  occurrence of an event of default  (however  designated or
      defined)  with  respect  to any loan made by Lender  or any  Affiliate  of
      Lender  to  any  one or  more  of  Borrower,  Guarantor,  or any of  their
      respective Affiliates.

      (b) The Borrower  acknowledges  and agrees that all material  non-monetary
defaults  are  conclusively  deemed  to be and are  defaults  which  impair  the
security of the Deed of Trust, and that the Lender shall be entitled to exercise
any appropriate remedy, including without limitation, foreclosure of the Deed of
Trust upon the occurrence of any such material non-monetary default.

Section 8.2.  Remedies (a) Upon the  occurrence  of any Event of Default,  until
such Event of Default is cured and the cure is accepted by Lender, the following
provisions apply:

            (1) If such  event is an  Event  of  Default  specified  in  Section
      8.1(a)(13),  the  Lender's  commitment  to  fund  the  Loan  or  make  any
      disbursements  under a Project Loan will  terminate  and the  indebtedness
      evidenced  by the Note and any  other  amounts  payable  under  this  Loan
      Agreement and the other Loan Documents will immediately and  automatically
      become due and payable.

            (2) Upon the  occurrence  of any other Event of Default,  the Lender
      may, at its option, do any one or more of the following:

                  (A)  Immediately  terminate any further  disbursement  of Loan
            funds  hereunder,  and from time to time apply all or any portion of
            the undisbursed  Loan funds to payment of accrued interest under the
            Note and/or upon any other obligations of the Borrower  hereunder or
            under the Project  Documents.  Lender may also  withhold  any one or
            more  disbursements  after an event or  condition  occurs  that with
            notice or the  passage  of time  could  become an Event of  Default,
            unless the Borrower  cures or corrects the event or condition to the
            reasonable  satisfaction of the Lender prior to the occurrence of an
            Event of Default.


                                       50
<PAGE>

                  (B)  Declare  the Note to be  immediately  due and payable and
            record a notice of default under any Deed of Trust.

                  (C) Make any  disbursements  after the happening of any one or
            more Events of Default,  without thereby waiving its right to demand
            payment of the Note and all other sums owing to Lender with  respect
            to the Project  Documents or any other rights or remedies  described
            herein,   and  without  liability  to  make  any  other  or  further
            disbursements,  notwithstanding  Lender's  previous  exercise of any
            such rights and remedies.

                  (D) Enter upon the Project and with or without  legal  process
            take possession of the Project,  without breaching the peace, remove
            the  Borrower  and all  employees,  contractors  and  agents  of the
            Borrower therefrom, and complete or attempt to complete construction
            of  the   Development   Work  in  accordance   with  the  Plans  and
            Specifications  with such changes,  additions or corrections therein
            as the  Lender  may  from  time to  time  and in its  judgment  deem
            appropriate,  and market, sell or lease the Project, at the risk and
            expense of the Borrower. The Lender shall have the right at any time
            to  discontinue   any  work  commenced  by  it  in  respect  to  the
            Development Work or to change any course of action  undertaken by it
            and not be bound by any  limitations or requirements of time whether
            set forth herein or  otherwise.  The Lender shall have the right and
            power  (but  shall  not be  obligated)  to assume  any  construction
            contract made by or on behalf of the Borrower in any way relating to
            the Development Work and to take over and use all or any part of the
            labor,  materials,  supplies and equipment  contracted for, by or on
            behalf of the Borrower whether or not previously  incorporated  into
            the  Development  Work, in the discretion of the Lender.  The Lender
            may also modify or terminate any contractual  arrangements,  subject
            to its right at any time to discontinue any work without  liability.
            If the Lender chooses to complete the  Development  Work, the Lender
            shall not assume any  liability  to the Borrower or any other person
            for  completing  them,  or  for  the  manner  or  quality  of  their
            construction,  and Borrower expressly waives any such liability.  In
            connection  with any work of  construction  undertaken by the Lender
            pursuant to the provisions of this subsection (3), the Lender may do
            any of the following:

                        i.   engage   builders,   contractors,   subcontractors,
                  architects, engineers, suppliers, inspectors,  consultants and
                  others  for  the  purpose  of  furnishing  labor,   materials,
                  equipment and other  services in  connection  with the work of
                  construction,  for the protection or clearance of title to the
                  Project,  or for the protection of the Lender's interests with
                  respect thereto;

                        ii. pay,  settle or compromise all bills or claims which
                  may become liens against the Project or which have been or may
                  be  incurred  in any  manner  in  connection  with  completing
                  construction of the Development  Work or for the protection or
                  clearance of title to the Project,  or for the  protection  of
                  the Lender's interests with respect thereto;


                                       51
<PAGE>

                        iii. prosecute and defend all actions and proceedings in
                  connection with the Project;

                        iv.   execute,   acknowledge   and   deliver  all  other
                  instruments and documents in the name of the Borrower that are
                  necessary  or  desirable,  to exercise the  Borrower's  rights
                  under contracts concerning the Project; and

                        v. take such other action,  including the  employment of
                  security personnel to protect the Development Work, or refrain
                  from taking action under this Loan Agreement as the Lender may
                  in its discretion determine from time to time.

            The Borrower shall be liable to the Lender for sums paid or incurred
            for completing construction of the Development Work whether the same
            shall be paid or incurred pursuant to the provisions of this Section
            or otherwise,  and all payments made or liabilities  incurred by the
            Lender  hereunder  of any  kind  whatsoever  shall  be  paid  by the
            Borrower to the Lender  upon  demand  with  interest at the rate set
            forth in the Note,  and all of the  foregoing  shall be  deemed  and
            shall  constitute  disbursements  under this Loan  Agreement  and be
            secured by the Project  Documents.  For the purpose of carrying  out
            the  provisions  and  exercising  the rights,  powers and privileges
            granted by this subsection (3), the Borrower hereby  unconditionally
            and  irrevocably  constitutes  and  appoints the Lender its true and
            lawful  attorney-in-fact to enter into such contracts,  perform such
            acts and incur such  liabilities  as are referred to in said Section
            in the name and on behalf of the Borrower. This power of attorney is
            coupled with an interest.

                  (E)   Where   substantial   deviations   from  the  Plans  and
            Specifications  appear  which  have not been  approved  as set forth
            herein,  or where defective or unworkmanlike  labor or materials are
            being used in the  construction  of the  Development  Work,  or upon
            receipt of  knowledge  of  encroachments  to which there has been no
            consent,  or if the Lender  determines that the Development  Work is
            not  being   constructed   in  accordance   with  any   governmental
            requirements or any covenants, conditions, restrictions,  agreements
            or other matters,  whether or not of record, affecting the condition
            of  title  to the  Project,  the  Lender  shall  have  the  right to
            immediately  order stoppage of the construction and demand that such
            conditions be corrected. After issuance of such an order in writing,
            no  further  work shall be done on that  portion of the  Development
            Work  where  there is a  substantial  deviation  from the  Plans and
            Specifications  which has not been  approved  as set  forth  herein,
            where there is defective or  unworkmanlike  labor or  materials,  or
            which  does not comply  with  governmental  requirements  or matters
            affecting title to the Project, without the prior written consent of
            the Lender, which consent shall not be unreasonably withheld, unless
            and until said condition has been fully corrected.

                  (F) Foreclose on any security for the Loan without waiving its
            rights to proceed  against any other  security or other  entities or
            individuals directly or indirectly  responsible for repayment of the
            Loan,  or waive any and all  security for


                                       52
<PAGE>

            the Loan as the  Lender  may in its  discretion  so  determine,  and
            pursue  any such  other  remedy or  remedies  as the  Lender  may so
            determine to be in its best interest.

                  (G) If the Lender  spends its funds in exercising or enforcing
            any of its  rights or  remedies  under the  Project  Documents,  the
            amount of funds spent  shall be payable to the Lender  upon  demand,
            together  with  interest  at the rate  applicable  to the  principal
            balance  of the Note,  from the date such  funds  were  spent  until
            repaid.  Such amounts  shall be deemed  secured by the Deed of Trust
            and  other  applicable  Project   Documents,   except  as  otherwise
            specifically provided in such documents.

                  (H) Request and have  appointed a receiver with respect to the
            Borrower  and/or the collateral  securing the Loan, and to that end,
            Borrower  hereby consents to the appointment of a receiver by Lender
            in any action  initiated by Lender  pursuant to this Loan Agreement,
            and Borrower  waives any notice and posting of a bond in  connection
            therewith.

                  (I) Any and all other remedies available at law or in equity.

      (b) Whether or not the Lender  elects to employ any or all of the remedies
available to it in connection with an Event of Default,  the Lender shall not be
liable for (i) the Borrower's or the Project Owner's  construction of or failure
to construct,  complete or protect the Development Work, (ii) the payment of any
expense  incurred  by the  Lender  for the  construction  or  completion  of the
Development  Work  undertaken by the Borrower or the Project Owner, or (iii) the
performance or non-performance of any other obligation of the Borrower.

      (c) All  remedies of the Lender  provided for herein and in any other Loan
Documents  are  cumulative  and shall be in  addition  to all other  rights  and
remedies  provided by law or in equity.  The  exercise of any right or remedy by
the Lender hereunder shall not in any way constitute a cure or waiver of default
hereunder or under any other Loan Document or  invalidate  any act done pursuant
to any notice of default,  or prejudice the Lender in the exercise of any of its
rights  hereunder or under any other Loan Document.  If the Lender exercises any
of the rights or remedies provided in this Article VIII, that exercise shall not
make the  Lender,  or cause the  Lender  to be deemed to be, a partner  or joint
venturer of the Borrower. No disbursement of Loan funds by the Lender shall cure
any default of the Borrower,  unless the Lender  agrees  otherwise in writing in
each instance.

      (d) Upon the  occurrence  of any Event of Default,  all of the Borrower' s
obligations  under the Loan  Documents  may become  immediately  due and payable
without notice of default,  presentment or demand for payment, protest or notice
of nonpayment or dishonor, or other notices or demands of any kind or character,
at the Lender's option, exercisable in its sole discretion. If such acceleration
occurs,  the Lender may apply the  undisbursed  Loan funds to the obligations of
the Borrower under the Loan  Documents,  in any order and  proportions  that the
Lender in its sole discretion may choose.


                                       53
<PAGE>

Section 8.3. Application of Proceeds During an Event of Default

      Notwithstanding  anything in the Loan Documents to the contrary,  while an
Event of Default exists,  any cash received and retained by Lender in connection
with  the  collateral  securing  the  Loan  may be  applied  to  payment  of the
Borrower's  obligations under the Loan Documents as Lender in its discretion may
determine.

Section 8.4. Uniform Commercial Code Remedies; Sale; Assembly of Collateral

      (a) UCC Remedies; Sale of Collateral.  Lender shall have all of the rights
and remedies of a secured party under the Uniform  Commercial  Code of the State
of Florida and all other  rights and  remedies  accorded  to a Secured  Party at
equity or law. Any notice of sale or other  disposition of the Collateral  given
not less than 10 Business Days prior to such proposed  action in connection with
the exercise of Lender's  rights and remedies  shall  constitute  reasonable and
fair notice of such  action.  Lender may  postpone or adjourn any such sale from
time to time by  announcement at the time and place of sale stated on the notice
of sale or by announcement of any adjourned sale, without being required to give
a further notice of sale. Any such sale may be for cash or, unless prohibited by
applicable  law,  upon such  credit or  installment  as  Lender  may  determine.
Borrower  shall be  credited  with the net  proceeds of such sale only when such
proceeds are  actually  received by Lender in good  current  funds.  Despite the
consummation  of any such sale,  Borrower shall remain liable for any deficiency
on the Borrower's obligations under the Loan Documents which remains outstanding
following  such sale.  All net  proceeds  recovered  pursuant to a sale shall be
applied in accordance with the provisions of Section 8.5.

      (b)  Lender's  Right to  Execute  Conveyances.  During an Event of Default
which is  continuing,  Lender  may,  in the name of Borrower or in its own name,
make and execute all  conveyances,  assignments  and transfers of the Collateral
sold in connection with the exercise of Lender's rights and remedies; and Lender
is hereby appointed Borrower's attorney-in-fact for this purpose.

      (c)  Obligation  to Assemble  Collateral.  Upon  request of Lender when an
Event of Default  exists,  Borrower  shall  assemble the  Collateral and make it
available  to Lender  at a time and place  designated  by  Lender,  if it is not
already in Lender's possession.

Section 8.5. Application of UCC Sale Proceeds

      Should Lender  exercise the rights and remedies  specified in Section 8.4,
unless otherwise required by applicable law, any proceeds received thereby shall
be first applied to pay the costs and expenses,  including reasonable attorneys'
fees,  incurred by Lender as a result of the Event of Default.  The remainder of
any  proceeds,  net of  Lender's  costs and  expenses  shall be  applied  to the
satisfaction  of the  obligations  under  the Loan  Documents  as  Lender in its
discretion  may  determine  until fully  satisfied  with any excess paid over to
Borrower

Section 8.6. Authorization to Apply Assets to Payment of Loan

      The Borrower hereby authorizes the Lender,  following the occurrence of an
Event of Default,  without  notice or demand,  to apply any property,  balances,
credits,  accounts or moneys of the  Borrower or any  Affiliate  of the Borrower
then in the possession of the Lender, or


                                       54
<PAGE>

standing to the credit of the Borrower or any Affiliate of the Borrower,  to the
payment of the Loan.

ARTICLE 9. MISCELLANEOUS

Section 9.1. Successors and Assigns; No Assignment by the Borrower

      The  provisions of this Loan  Agreement  will be binding upon and inure to
the benefit of the parties hereto and their  respective  successors and assigns,
provided  that the  Borrower  may not  assign or  transfer  any of its rights or
obligations under this Loan Agreement or any of the other Loan Documents without
the prior written consent of the Lender.

Section 9.2. Notices

            (a) All notices,  requests  and demands to be made  hereunder to the
      parties  hereto must be in writing (at the  addresses set forth below) and
      may be given by any of the following means:

            (1) personal delivery;

            (2) reputable overnight courier service;

            (3)  electronic   communication,   whether  by  telex,  telegram  or
      telecopying  (if  confirmed in writing sent by  registered  or  certified,
      first class mail, return receipt requested); or

            (4)  registered  or  certified,  first  class mail,  return  receipt
      requested.

Any notice,  demand or request sent pursuant to the terms of this Loan Agreement
will be deemed received (i) if sent pursuant  subsection (1), upon such personal
delivery,  (ii) if sent  pursuant to  subsection  (2), on the next  Business Day
following delivery to the courier service,  (iii) if sent pursuant to subsection
(3), upon dispatch if such  dispatch  occurs  between the hours of 9:00 a.m. and
5:00 p.m. (recipient's time zone) on a Business Day, and if such dispatch occurs
other than during such hours,  on the next Business Day  following  dispatch and
(iv) if sent pursuant to subsection (4), 3 days following deposit in the mail.

      The addresses for notices are as follows:

      To the Lender:            Resort Finance LLC
                                160 Benmont Avenue, Suite 15
                                Bennington, VT 05201
                                Attention: Thomas 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, VT 05201
                                Attention: Kim Mathews, Counsel


                                       55
<PAGE>

                                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
                                Telephone No.: (312) 861-2959
                                Telecopier No.: (312) 698-2175
      To the Borrower:          Bluegreen Vacations Unlimited, Inc.
                                c/o Bluegreen Corporation
                                4960 Conference Way North, Suite 100
                                Boca Raton, Florida 33431
                                Attention: John F. Chiste, Senior Vice President
                                Telephone No.: (561) 912-8010
                                Telecopier No.: (561) 912-8123

      With courtesy copies to:  Bluegreen Corporation
                                4960 Conference Way North, Suite 100
                                Boca Raton, FL  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 E. Somerstein
                                Telephone: (954) 527-2405
                                Telecopier: (954) 333-4005

      (b) The failure to provide  courtesy  copies will not affect or impair the
Lender's rights and remedies against the Borrower. Such addresses may be changed
by notice to the other parties given in the same manner as provided above.

      (c) Notwithstanding  the foregoing,  all requests for disbursements of the
Loan  pursuant  to  Article II above will be deemed  received  only upon  actual
receipt,  and such requests for disbursement  must be given only to the Lender's
primary addressee.

Section 9.3. Borrower's Representative

      The  Borrower  hereby  designates  the  following  natural  persons as its
representatives and the representative of Guarantor, if any, for purposes of (i)
making  all  decisions  with  respect  to the Loan,  the  Projects  and the Loan
Documents,   (ii)   delivering   all   notices,   certificates,   Draw   Request
Certifications,  requests and other documents  required by the terms of the Loan
Documents or requested by the Borrower or any Guarantor in  connection  with the
Loan and (iii)


                                       56
<PAGE>

taking  all  other  actions  requested  by  the  Borrower  or any  Guarantor  in
connection with the Loan, the Projects and the Loan Documents:

      John F. Chiste, Senior Vice President      Allan J. Herz, Vice President
      Bluegreen Corporation                      Bluegreen Corporation
      4960 Conference Way North                  4960 Conference Way North
      Suite 100                                  Suite 100
      Boca Raton, Florida  33431                 Boca Raton, FL 33431
      Telephone No.: (561) 912-8010              Telephone No.: (561) 912-8210
      Telecopier No.: (561) 912-8123             Telecopier No.: (561) 912-7915

In taking action pursuant to the terms of this Loan Agreement and the other Loan
Documents,  the Lender shall be entitled to rely, without further investigation,
upon any  notice,  certificate,  Draw  Request  Certification,  request or other
document  delivered in writing and executed or signed by such  representative of
the Borrower  and any  Guarantor.  In  addition,  the Lender may, at its option,
refuse  to  take  action  in the  event  a  notice,  certificate,  Draw  Request
Certification,  request or other  document is  delivered to Lender which has not
been  executed or  delivered  by such  representative  of the  Borrower  and the
Lender.  Borrower shall have the right at any time upon written notice to Lender
to change its listed representatives.

Section 9.4. Changes, Waivers, Discharge and Modifications in Writing

      No provision of this Loan Agreement or any of the other Loan Documents may
be changed,  waived,  discharged or modified  except by an instrument in writing
signed by the party against whom enforcement of the change, waiver, discharge or
modification is sought.

Section 9.5. No Waiver; Remedies Cumulative

      No  disbursement  of proceeds of the Loan will  constitute a waiver of any
conditions to the Lender's obligation to make further  disbursements nor, in the
event the  Borrower  is unable to  satisfy  any such  conditions,  will any such
waiver have the effect of precluding the Lender from  thereafter  declaring such
inability to constitute an Event of Default (however  described) under this Loan
Agreement  or any other  Loan  Document.  No failure or delay on the part of the
Lender in the exercise of any power, right or privilege  hereunder or under this
Loan  Agreement  or any other Loan  Document  will impair  such power,  right or
privilege  or be  construed  to be a waiver  of any  Event of  Default  (however
described) or acquiescence  therein,  nor will any single or partial exercise of
any such  power,  right or  privilege  preclude  any other or  further  exercise
thereof,  or of any other  right,  power or  privilege.  Except as  specifically
provided herein,  all rights and remedies existing under this Loan Agreement and
the other Loan  Documents  are  cumulative to and not exclusive of any rights or
remedies otherwise available.

Section 9.6. Costs, Expenses and Taxes

      (a) The Borrower agrees to pay the costs, and all expenses incurred by the
Lender in connection with the preparation,  execution, delivery, administration,
modification and


                                       57
<PAGE>

amendment  of this  Loan  Agreement,  the  other  Loan  Documents  and any other
documents  to be delivered  hereunder.  The costs and expenses to be paid by the
Borrower shall include, without limitation the following:

            (1) the reasonable  fees and  out-of-pocket  expenses of counsel for
      the Lender, including in-house counsel to the Lender, with respect thereto
      and  with   respect  to   advising   the  Lender  as  to  its  rights  and
      responsibilities under this Loan Agreement and the other Loan Documents;

            (2) any and all stamp and other taxes  payable or  determined  to be
      payable  in  connection  with the  execution  and  delivery  of this  Loan
      Agreement,  the  other  Loan  Documents  and  the  other  documents  to be
      delivered hereunder;

            (3) the fees,  costs and expenses of any Appraisers  retained by the
      Lender;

            (4) the fees,  costs and expenses of any Inspectors  retained by the
      Lender;

            (5) the costs  associated  with the issuance of the Title Policy and
      the date-down endorsements required by the terms of Section 3.3(c);

            (6) any and all reasonable travel expenses of Lender's  employees in
      relation to the Loan; and

            (7) any and all other costs and expenses incurred by Lender.

      (b) The  Borrower  further  agrees to pay all costs  and  expenses  of the
Lender,  including,  without  limitation,  reasonable counsel fees and expenses,
court  costs  and all  litigation  expenses,  (including,  but not  limited  to,
reasonable expert witness fees, document copying expenses,  exhibit preparation,
courier  expenses,  postage expenses and  communication  expenses) in connection
with the  enforcement of this Loan  Agreement,  the other Loan Documents and any
other documents delivered hereunder,  including,  without limitation,  costs and
expenses  incurred in connection with any bankruptcy,  insolvency,  liquidation,
reorganization,  moratorium or other similar  proceeding,  or any refinancing or
restructuring  in the nature of a "workout" of the Loan  Documents and any other
documents delivered by the Borrower and any Guarantor related thereto.

      (c) Payment  from the Borrower of amounts due pursuant to this Section 9.6
will be due 10  Business  Days after it has  received  from the  Lender  written
notice of the nature of the item for which  payment is  required  and the amount
due.

Section 9.7. Disclaimer by the Lender; No Joint Venture

      The Borrower acknowledges, understands and agrees as follows:

            (1) The  relationship  between the  Borrower  and the Lender is, and
      will at all times  remain,  solely  that of borrower  and lender,  and the
      Lender neither  undertakes nor assumes any  responsibility  for or duty to
      the Borrower, any Guarantor or any Affiliate to select,  review,  inspect,
      supervise, pass judgment upon or inform the Borrower of the


                                       58
<PAGE>

      quality,  adequacy or suitability of any matter or thing  submitted to the
      Lender for its approval.

            (2) The Lender  owes no duty of care to protect  the  Borrower,  any
      Guarantor or any Affiliate or any other Person against negligent,  faulty,
      inadequate or defective building or construction.

            (3) The  Borrower  is not and will not be an agent of the Lender for
      any purpose.  The Lender is not a joint venture  partner with the Borrower
      in any manner whatsoever.  Approvals granted by the Lender for any matters
      covered under this Loan  Agreement  are to be narrowly  construed to cover
      only the parties and facts identified in any such approval.

Section 9.8. Indemnification

      In addition to the separate and independent  Environmental  Indemnity, the
Borrower agrees to protect, indemnify, defend and hold harmless each Indemnified
Party  from  and  against  any and all  claims,  damages,  losses,  liabilities,
obligations,  penalties,  actions,  judgments,  suits, costs,  disbursements and
expenses (including, without limitation, reasonable fees and expenses of counsel
and consultants and allocated costs of internal  counsel (but not in duplication
of outside third party legal fees)) that may be incurred by or asserted  against
any  Indemnified  Party,  in each case arising out of or in  connection  with or
related to any of the following:

            (1) the Loan, this Loan Agreement or any other Loan Document;

            (2) any Project,  except for matters  occurring or arising after the
      issuance  of a deed  following  a  foreclosure  sale or the  execution  or
      delivery of a deed in lieu of foreclosure;

            (3) the use of funds disbursed under the Loan Documents; or

            (4) the failure of the Borrower, any Guarantor or any other party to
      the Loan  Documents  (other than the Lender) to comply  fully with any and
      all laws applicable to it;

whether or not an  Indemnified  Party is a party  thereto and whether or not the
transactions  contemplated  hereby are  consummated,  except to the extent  such
claims,  damages,  losses,   liabilities,   obligations,   penalties,   actions,
judgments, suits, costs, obligations,  penalties, disbursements and expenses are
found in a final non-appealable judgment by a court of competent jurisdiction to
have resulted from the gross negligence or willful misconduct of the Indemnified
Party.  Without prejudice to the survival of any other agreement of the Borrower
hereunder,  the  agreements and  obligations  of the Borrower  contained in this
Section 9.8 will survive the  termination  of this Loan  Agreement and the other
Loan Documents and the payment in full of the Loan.

Section 9.9. Consultants

      The  Borrower  will  pay any  and all  valid  claims  of any  consultants,
advisors,  brokers or agents whom it has retained or with whom it has  initiated
contact  with  respect to the Loan who


                                       59
<PAGE>

claims  a  right  to any  fees in  connection  t 6 6 with  the  Loan,  and  will
indemnify,  defend and hold the Lender harmless from such claims, whether or not
they are valid.

Section 9.10. Titles and Headings

      The titles and  headings of sections of this Loan  Agreement  are intended
for  convenience  only  and  are  not  in any  way  to  affect  the  meaning  or
construction of any provision of this Loan Agreement.

Section 9.11. Counterparts

      This Loan Agreement may be executed in any number of counterparts, each of
which will be deemed an original  and all of which will  constitute  one and the
same  agreement  with the same  effect as if all  parties  had  signed  the same
signature page.

Section 9.12. The Lender's Rights with Respect to Loan

      Notwithstanding  any  provision  to the  contrary  contained  in this Loan
Agreement or any other Loan Document,  the Lender may at any time sell,  assign,
grant or  transfer  to any Person all or a portion of its  interest in or rights
with respect to the Loan and in all or part of the  obligations  of the Borrower
and any other obligated party under the Loan Documents. Lender agrees to use its
best efforts to retain the servicing of the Loan.

Section 9.13. Confidentiality

      The Borrower and the Lender  shall  mutually  agree on the contents of any
press release,  public  announcement or other public  disclosure  regarding this
Loan Agreement and the transactions  contemplated hereunder to be made following
the mutual  execution  and delivery of this Loan  Agreement;  provided  that the
Lender may disclose  the terms  hereof and give copies of the Loan  Documents to
assignees and participants  and to prospective  assignees and  participants.  If
either  party  fails to respond to the other  party in  writing  with  either an
approval or a  disapproval  within 5 Business  Days of a party's  receipt of the
other party's request for consent or approval as expressly contemplated pursuant
to this Section 9.13,  then such consent or approval will be deemed to have been
given,  provided that such 5 Business Day period will not commence to run unless
and until the other party has received all information, materials, documents and
other  matters  required to be submitted  to it  hereunder  with respect to such
consent or approval and all other  information,  materials,  documents and other
matters reasonably essential to its decision process.  Notwithstanding  anything
contained  in this  Section  9.13 to the  contrary,  either  party may make such
disclosures as required by law or a court having jurisdiction over such party.

Section 9.14. Time is of the Essence

      Time is of the essence of this Loan Agreement.


                                       60
<PAGE>

Section 9.15. No Third Parties Benefited

      This Loan  Agreement is made and entered into for the sole  protection and
legal benefit of the Borrower,  the Guarantor,  if any, and the Lender and their
permitted  successors  and  assigns,  and no other  Person  will be a direct  or
indirect legal beneficiary of, or have any direct or indirect cause of action or
claim in connection with this Loan Agreement or any of the other Loan Documents.
The Lender will not have any  obligation  to any Person not a party to this Loan
Agreement or the other Loan Documents.

Section 9.16. Severability

      The illegality or unenforceability of any provision of this Loan Agreement
or any instrument or agreement  required hereunder will not in any way affect or
impair the legality or enforceability  of the remaining  provisions of this Loan
Agreement or any instrument or agreement required hereunder.

Section 9.17. Governing Law

      THIS  AGREEMENT AND THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES UNDER THIS
AGREEMENT  SHALL BE GOVERNED BY, AND  CONSTRUED  AND  INTERPRETED  IN ACCORDANCE
WITH,  THE LAW OF THE  STATE OF NEW YORK  WITHOUT  REGARD  TO  CONFLICT  OF LAWS
PRINCIPLES.

Section 9.18. Forum Selection

EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY:

SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR  PROCEEDING  RELATING
TO THIS AGREEMENT TO WHICH IT IS A PARTY,  OR FOR RECOGNITION AND ENFORCEMENT OF
ANY JUDGMENT IN RESPECT THEREOF,  TO THE NON-EXCLUSIVE  GENERAL  JURISDICTION OF
THE COURTS OF THE STATE OF NEW YORK SITTING IN MANHATTAN  AND THE UNITED  STATES
OF AMERICA FOR THE SOUTHERN  DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY
THEREOF;

CONSENTS  THAT ANY SUCH ACTION OR  PROCEEDING  MAY BE BROUGHT IN SUCH COURTS AND
WAIVES ANY OBJECTION  THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH
ACTION OR  PROCEEDING  IN ANY SUCH COURT OR THAT SUCH ACTION OR  PROCEEDING  WAS
BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME; AND

AGREES THAT NOTHING  HEREIN SHALL AFFECT THE RIGHT TO EFFECT  SERVICE OF PROCESS
IN ANY  OTHER  MANNER  PERMITTED  BY LAW OR SHALL  LIMIT THE RIGHT TO SUE IN ANY
OTHER JURISDICTION.


                                       61
<PAGE>

Section 9.19. USA Patriot Act Notification.

      The following notification is provided to Borrower pursuant to Section 326
of the USA Patriot Act of 2001, 31 U.S.C. Section 5318:

IMPORTANT  INFORMATION  ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT.  To help the
government  fight the  funding of  terrorism  and money  laundering  activities,
Federal law requires all financial  institutions to obtain,  verify,  and record
information  that  identifies  each  person or  entity  that  opens an  account,
including  any  deposit  account,   treasury  management  account,  loan,  other
extension of credit, or other financial  services  product.  What this means for
Borrower:  When Borrower opens an account, if Borrower is an individual,  Lender
will  ask for  Borrower's  name,  taxpayer  identification  number,  residential
address, date of birth, and other information that will allow Lender to identify
Borrower, and, if Borrower is not an individual,  Lender will ask for Borrower's
name, taxpayer  identification  number,  business address, and other information
that will allow Lender to identify Borrower. Lender may also ask, if Borrower is
an  individual,   to  see  Borrower's  driver's  license  or  other  identifying
documents,  and, if  Borrower  is not an  individual,  to see  Borrower's  legal
organizational documents and other identifying documents.

Section 9.20. Waiver of Jury Trial

EACH OF THE PARTIES HEREBY IRREVOCABLE AND UNCONDITIONALLY WAIVES, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING  RELATING  DIRECTLY OR INDIRECTLY TO THIS  AGREEMENT OR ANY
OTHER DOCUMENT OR INSTRUMENT RELATED HERETO AND FOR ANY COUNTERCLAIM THEREIN.

Section 9.21. Interpretation

      This Loan  Agreement  and the other Loan  Documents  will not be construed
against the Lender merely because of the Lender's involvement in the preparation
of such documents and agreements.

Section 9.22. Destruction of Note

      In the event the Note is mutilated  or destroyed by any cause  whatsoever,
or otherwise  lost or stolen and regardless of whether due to the act or neglect
of  the  Lender,  the  Borrower  will  execute  and  deliver  to the  Lender  in
substitution  therefor a duplicate promissory note containing the same terms and
conditions as the Note, within 10 days after the Lender notifies the Borrower of
any such mutilation, destruction, loss or theft of the Note. Upon the Borrower's
delivery of such duplicate promissory note, the Borrower will be relieved of all
obligations  under the original Note and will  thereafter be bound solely by the
provisions of such duplicate promissory note. Notwithstanding anything contained
herein to the contrary,  provided  Borrower  shall have delivered such duplicate
promissory  note as required  hereunder,  Lender  agrees to  indemnify  and hold
harmless  Borrower from any loss,  claim or damage arising from the  mutilation,
destruction, loss or theft of the Note.


                                       62
<PAGE>

Section 9.23. Cross Collateralization and Cross Default of Loan and Projects

      The  collateral  securing the Loan shall also include  security  interests
required to be given in  connection  with all  Projects  under the Loan.  Should
Borrower default under the Project Loan for any Project,  it shall constitute an
Event of Default under the entire Loan.

Section 9.24. Attorneys' Fees

      Notwithstanding  any provision of this Agreement,  the Note, the Guaranty,
the Environmental Indemnity, the Projects Documents relating to this Loan or any
Project  covered by this Loan to the  contrary,  Lender shall not be entitled to
recover  its   attorneys'   fees  and  other  costs  relating  to  any  dispute,
enforcement, litigation or other judicial or quasi-judicial proceeding, if it is
determined  by a court of law or other  tribunal  having  personal  and  subject
matter  jurisdiction  over the parties and/or the Project(s) that Lender did not
have cause to bring an action against Borrower or Guarantor.

Section 9.25. Entire Agreement

      This Loan Agreement,  together with the other Loan Documents, embodies the
entire agreement and understanding  among the Borrower,  the Guarantor,  if any,
and the  Lender  and  supersedes  all prior or  contemporaneous  agreements  and
understandings  of such  persons,  verbal or  written,  relating  to the subject
matter hereof and thereof except for any prior arrangements made with respect to
the payment by the Borrower of (or any  indemnification  for) any fees, costs or
expenses  payable  to or  incurred  (or to be  incurred)  by or on behalf of the
Lender.

      [Remainder of page intentionally left blank - signature pages follow]


                                       63
<PAGE>

      IN WITNESS  WHEREOF,  the Lender and the  Borrower  have  caused this Loan
Agreement to be duly executed and delivered as of the date first above written.

                                        BORROWER:
                                        BLUEGREEN VACATIONS UNLIMITED, INC.,
                                        a Florida corporation


                                        By:_____________________________________
                                        Printed Name:___________________________
                                        Title:__________________________________


                                       64
<PAGE>

                                       LENDER:

                                       RESORT FINANCE LLC,
                                       a Massachusetts limited liability company


                                       By:______________________________________
                                       Printed Name: Thomas Perrott
                                       Title: Vice President


                                       65
<PAGE>

                                    EXHIBIT A

             CONDITIONS TO OBLIGATION OF THE LENDER TO MAKE THE LOAN

      The  obligation  of the  Lender to make the Loan is  conditioned  upon the
Lender having received,  in form and substance  satisfactory to the Lender, each
of the following:

            (1)  Executed  originals  of this  Loan  Agreement,  the  Note,  the
      Environmental Indemnity and the Guaranty.

            (2) A favorable  opinion from counsel for the Borrower  with respect
      to the following:

                  (A) Borrower is duly organized,  validly  existing and in good
            standing  as a business  corporation  under the laws of the State of
            Florida,  is duly  qualified to do business and in good  standing in
            every  jurisdiction  where its business or  properties  require such
            qualification  and has all requisite  power and authority to own and
            operate  its  properties  and  to  carry  on  its  business  as  now
            conducted.

                  (B) The  Borrower  has the power and  authority to execute and
            deliver,  and perform its obligations  under, the Loan Documents (as
            used in this  paragraph (2), shall mean to the extent such documents
            have been or are  concurrently  executed  by Borrower at the time of
            the delivery of the opinion).

                  (C) The execution, delivery and performance by the Borrower of
            the Loan Documents have been duly authorized by all necessary action
            and do not and will not (i) contravene the Articles of  Organization
            of the Borrower;  (ii) contravene any law, rule or regulation or, to
            such counsel's knowledge (after due investigation), any order, writ,
            judgment,  injunction  or  decree  or  any  contractual  restriction
            binding on or affecting the Borrower;  (iii) require any approval or
            consent of any member or any other  Person  other than  approvals or
            consents  which  have been  previously  obtained  and  disclosed  in
            writing to the Lender;  (iv) to such counsel's  knowledge (after due
            investigation),  result in a breach of or constitute a default under
            any  indenture or loan or credit  agreement or any other  agreement,
            lease or instrument to which the Borrower is a party or by which the
            Borrower or any of its properties  may be bound or affected;  or (v)
            to such counsel's knowledge (after due investigation), result in, or
            require the creation or imposition of, any lien of any nature (other
            than the  contemplated  liens)  upon or with  respect  to any of the
            properties now owned or hereafter acquired by the Borrower;  and, to
            such counsel's  knowledge,  the Borrower is not in default under any
            such law,  rule,  regulation,  order,  writ,  judgment,  injunction,
            decree or contractual restriction or any such indenture,  agreement,
            lease or instrument.

                  (D) The Loan Documents have been duly authorized, executed and
            delivered and constitute the legal, valid and binding obligations of
            the Borrower enforceable in accordance with their respective terms.


                                       1
<PAGE>

                  (E) The federal and state courts presiding in the state of New
            York will  recognize the validity of the choice of law provision set
            forth in the Loan Documents.

                  (F) In  the  event  that a  court  of  competent  jurisdiction
            determines that the laws of the state(s) of New York apply, then the
            Loan Documents  constitute the legal, valid and binding  obligations
            of the Borrower  enforceable  in  accordance  with their  respective
            terms.

                  (G) To the extent  applicable,  the Deed of Trust  will,  upon
            being  recorded  or filed in the  county  in which  the  Project  is
            located,  establish  perfect,  preserve  and protect the lien of the
            Deed of Trust as a valid, direct and perfected lien of record on the
            collateral described in the "granting clauses" of the Deed of Trust.

                  (H) No  authorization  or approval or other  action by, and no
            notice to or filing with, any  governmental  authority or regulatory
            body is required for the due execution,  delivery and performance by
            the Borrower of the Loan Agreement or the Note or any other document
            executed pursuant thereto or in connection therewith.

                  (I) To such  counsel's  knowledge  (after due  investigation),
            there is no  pending  or  threatened  action,  suit,  proceeding  or
            arbitration  against  or  affecting  the  Borrower  or  any  of  its
            Affiliates  before  any  court,  governmental  agency or  arbitrator
            which, if adversely  determined,  would result in a Material Adverse
            Change.

                  (J) The amounts to be  received by the Lender  under the terms
            of the Loan  Documents  shall not  constitute  usurious or otherwise
            unlawful interest.

            (3)  A  favorable  opinion  from  counsel  for  the  Guarantor,   if
      applicable, with respect to the following:

                  (A) The Guarantor is duly organized,  validly  existing and in
            good standing as a business  corporation under the laws of the State
            of  Massachusetts,  is duly  qualified  to do  business  and in good
            standing in every  jurisdiction  where its  business  or  properties
            require such qualification and has all requisite power and authority
            to own and operate its  properties  and to carry on its  business as
            now conducted.

                  (B) The  Guarantor  has the power and authority to execute and
            deliver, and perform its obligations under, the Guaranty.

                  (C) The execution,  delivery and  performance by the Guarantor
            of the Guaranty has been duly authorized by all necessary action and
            does not and will not (i) contravene the Articles of Organization of
            the  Guarantor;  (ii)  contravene any law, rule or regulation or, to
            such counsel's knowledge (after due investigation), any order, writ,
            judgment, injunction or decree or any contractual


                                       2
<PAGE>

            restriction binding on or affecting the Guarantor; (iii) require any
            approval  or consent of any  member or any other  Person  other than
            approvals  or  consents  which  have been  previously  obtained  and
            disclosed in writing to the Lender; (iv) to such counsel's knowledge
            (after due  investigation),  result in a breach of or  constitute  a
            default under any indenture or loan or credit agreement or any other
            agreement,  lease or instrument to which the Guarantor is a party or
            by which  the  Guarantor  or any of its  properties  may be bound or
            affected;   or  (v)  to  such   counsel's   knowledge   (after   due
            investigation), result in, or require the creation or imposition of,
            any lien of any nature (other than the  contemplated  liens) upon or
            with  respect  to any of  the  properties  now  owned  or  hereafter
            acquired by the  Guarantor;  and, to such counsel's  knowledge,  the
            Guarantor is not in default  under any such law,  rule,  regulation,
            order, writ, judgment, injunction, decree or contractual restriction
            or any such indenture, agreement, lease or instrument.

                  (D) The Guaranty  has been duly  executed  and  delivered  and
            constitutes  the  legal,  valid  and  binding   obligations  of  the
            Guarantor enforceable in accordance with its terms.

                  (E) The federal and state courts presiding in the state of New
            York will  recognize the validity of the choice of law provision set
            forth in the Guaranty.

                  (F) In  the  event  that a  court  of  competent  jurisdiction
            determines  that the laws of the state of New York  apply,  then the
            Guaranty constitutes the legal, valid and binding obligations of the
            Guarantor enforceable in accordance with its terms.

                  (G) No  authorization  or approval or other  action by, and no
            notice to or filing with, any  governmental  authority or regulatory
            body is required for the due execution,  delivery and performance by
            the  Guarantor  of the  Guaranty  or  any  other  document  executed
            pursuant thereto or in connection therewith.

                  (H) To such  counsel's  knowledge  (after due  investigation),
            there is no  pending  or  threatened  action,  suit,  proceeding  or
            arbitration  against  or  affecting  the  Guarantor  or  any  of its
            Affiliates  before  any  court,  governmental  agency or  arbitrator
            which, if adversely  determined,  would result in a Material Adverse
            Change.

                  (I) Such other opinions as the Lender reasonably requests.

            (4)  Certified  copies of the  Articles  of  Incorporation  (and all
      amendments thereto),  and an original Certificate of Good Standing for the
      Borrower.

            (5)  Certified  copies of the  Articles  of  Incorporation  (and all
      amendments thereto),  and an original Certificate of Good Standing for the
      Guarantor.

            (6) Copies of the  Resolutions  adopted by the Borrower  authorizing
      the Borrower to obligate  itself with respect to the Loan and  authorizing
      certain  officers to execute and deliver this Loan Agreement and the other
      Loan Documents.


                                       3
<PAGE>

            (7) Copies of the Resolutions  adopted by the Guarantor  authorizing
      the Guarantor to obligate  itself with respect to the Loan and authorizing
      certain officers to execute and deliver the Guaranty.

            (8)  Payment  of all  costs and  expenses  incurred  by the  Lender,
      including, without limitation, the fees and costs of its legal counsel, in
      connection  with the  preparation,  execution  and  delivery  of this Loan
      Agreement, the Guaranty and the forms of the Project Documents.

            (9)  Evidence  satisfactory  to the  Lender  that the  Borrower  and
      Guarantor,  if any,  have  approved  the  forms of the  Project  Documents
      approved by the Lender.


                                       4
<PAGE>

                                    EXHIBIT B

                              PROJECT REQUIREMENTS

--------------------------------------------------------------------------------
GENERAL                     A proposed  Project may utilize proceeds of the Loan
                            for any of the  following:  (i)  acquisition  of the
                            Land, the Improvements and the Development Work (ii)
                            acquisition  of the Land and  Development  Work,  or
                            (iii)  Development  Work.

                            A proposed  project  may be one of several  projects
                            anticipated  to be developed by Borrower in a single
                            contiguous development.

                            The Project  Underwriting  Documents  for a proposed
                            Project must be  satisfactory  to Lender in its sole
                            and absolute discretion.
--------------------------------------------------------------------------------
ENTITLEMENTS                All  proposed  Projects  must  be  suitable  for and
                            substantially  entitled for the  commencement of the
                            Development  Work,  including  the  relative  on and
                            off-site improvements. Unless otherwise agreed to by
                            the Lender, the Land must be fully entitled, and the
                            Borrower must be able to commence development of the
                            Project, as contemplated by the Project Underwriting
                            Documents,  upon  payment  of fees to the  governing
                            municipality.
--------------------------------------------------------------------------------
GEOGRAPHIC REGION           Projects  must be located  in the  United  States of
                            America.
--------------------------------------------------------------------------------
COMMENCEMENT OF WORK        The  construction  of  the  Development  Work  for a
                            Project must commence within 6 months of the date of
                            the applicable Project Commitment.
--------------------------------------------------------------------------------
PROJECT AMOUNT              The minimum  Project amount shall be  $[__________].

                            Proceeds  of the  Loan  will  be  disbursed  to fund
                            acquisition  of the Land, the  Improvements  and the
                            Development  Work in an  amount  equal to 85% of the
                            lesser  of  (i)  Inventory  Appraised  Value  if  an
                            Appraisal   Report  is   required   or  (ii)  actual
                            acquisition  and  development  cost, as  applicable,
                            less 10% Retainage to be advanced upon  satisfactory
                            completion  of  the   construction,   provided  that
                            Borrower  must  demonstrate  to  Lender's  sole  and
                            absolute  satisfaction  that  Borrower  has invested
                            cash   equity   of  at  least  15%  of  all  of  the
                            above-described    costs.     Notwithstanding    the
                            requirement of said 10%  Retainage,  for purposes of
                            calculating   the   maximum    available   but   not
                            disbursable  Preceeds of the Loan for said  Project,
                            said Retainage shall not be taken into calculation.
--------------------------------------------------------------------------------


                                       1
<PAGE>

--------------------------------------------------------------------------------
PROJECT LOAN                All outstanding  borrowings of the Loan with respect
REPAYMENT DATE              to a Project  will be due and owing on or before the
                            earlier of (i) the date  specified in the applicable
                            Project Commitment,  or (ii) 48 months from the date
                            of the Loan Agreement.
--------------------------------------------------------------------------------


                                       2
<PAGE>

                                    EXHIBIT C

                         PROJECT UNDERWRITING DOCUMENTS
                     (which must be satisfactory to Lender)

GENERAL PROJECT INFORMATION:

      1.    Summary description of proposed project.

      2.    Purchase contract for property.

      4.    Cash  flow  analysis,   which  will  include  the  proposed   Budget
            (including breakdown between Land and Improvements acquisition costs
            and costs of Development  Work) and Construction  Progress  Schedule
            for the proposed project.

      5.    Sales and marketing plan and budget for the project.

      6.    Appraisal Report (if required by the Lender).

      7.    The Map, when prepared.

Preliminary  title  report,  including  copies  of  all  documents  relating  to
exceptions.

All management and service contracts for the Project, to the extent executed.

All leases of space or any interest therein to third parties within the Land, to
the extent executed.

Evidence of Insurance.

Evidence of adequate parking.

Flood information.

Phase I environmental report.

Soils report.

Letters regarding utility information.

CONSTRUCTION INFORMATION AND DOCUMENTS:

      1.    Site plan, if applicable.

      2.    Evidence of site plan approval and proper zoning.

      3.    Survey (showing all easements  necessary to the operation and use of
            the Land, and such other details as Lender may require).

      4.    Evidence of the Borrower's  ability to satisfy the conditions of the
            site  plan  approval,  if  applicable.

All permits,  licenses and certificates for the Development Work and all general
approvals and permits for the use and operation of the Project.

The name of and information  regarding the architect,  interior designer and the
general  contractor,  and copies of the Construction  Agreements,  to the extent
executed.

Plans and Specifications.

Budget.

Construction Progress Schedule and Staged Draw Schedule.

Evidence  that  the  Land is not  located  within  a  flood  plane  area,  or if
otherwise,   flood  insurance  is  available  and  has  been  obtained  for  the
Improvements.

The report of the Inspector's  inspection of the Project,  the Budget, the Plans
and Specifications, the Construction Agreements, Construction Progress Schedule,
and the Development Work.


                                       1
<PAGE>

PROJECT LEGAL DOCUMENTS

      1.    Proposed or recorded CC&R's, when prepared.

      2.    If a condominium, or otherwise applicable, a copy of the homeowner's
            association  articles of  incorporation,  by-laws  and budget,  when
            prepared.


                                       2
<PAGE>

                                    EXHIBIT D

                           FORM OF PROJECT COMMITMENT

      THIS PROJECT COMMITMENT (this "Project  Commitment") is entered into as of
_______________ __, 200_ by and between BLUEGREEN VACATIONS  UNLIMITED,  INC., a
Florida corporation ("Borrower") and RESORT FINANCE LLC, a Massachusetts limited
liability  company  ("Lender") and shall become part of and supplement the terms
of the Loan  Agreement  between  Borrower and Lender dated  January 6, 2005 (the
"Loan Agreement").  Under the terms of the Loan Agreement,  Lender has agreed to
make a  revolving  loan in the  maximum  principal  amount of  $50,000,000  (the
"Loan") to Borrower to finance various  timeshare  acquisition,  development and
construction projects to be approved pursuant to a Project Commitment. Lender is
pleased to confirm that upon the  execution of this Project  Commitment,  Lender
shall be deemed to approve the project  described herein as a "Project" and that
proceeds  of the Loan may be  disbursed  with  respect  to such  Project  all in
accordance  with the terms and  conditions of the Loan  Agreement,  inclusive of
this Project Commitment.

      Section 1. It is the intent of the parties  that this  Project  Commitment
become a part of and  supplement the terms of the Loan Agreement with respect to
the Project described  herein.  Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in the Loan Agreement.

      Section 2. The following  Project terms are hereby  approved and agreed to
by the parties:

--------------------------------------------------------------------------------
GENERAL
--------------------------------------------------------------------------------
PROJECT                         [Project Name], located at [__________,] in
                                [___________] County, [__________,] consisting
                                of [________________] as more particularly
                                described on Exhibit A attached hereto and
                                incorporated herein by reference.
--------------------------------------------------------------------------------
TERMS OF THE LOAN APPLICABLE TO THIS PROJECT
--------------------------------------------------------------------------------
PROJECT LOAN AMOUNT             Means an amount not to exceed the principal
                                amount of [$_________________________]
--------------------------------------------------------------------------------
PROJECT LOAN ADVANCE PERIOD     Means the period of time commencing on the date
                                of this Project Commitment and expiring on
                                ___________, 200__.
--------------------------------------------------------------------------------
PROJECT LOAN REPAYMENT DATE     Means the first to occur of (i) January 6, 2008
                                or (ii) the date on which the Loan must be
                                repaid pursuant to Section 8.2.
--------------------------------------------------------------------------------


                                       1
<PAGE>

--------------------------------------------------------------------------------
MINIMUM REQUIRED PRINCIPAL      Borrower is required to make the following
PAYMENTS                        minimum principal payments towards the repayment
                                of the Project Loan during the following loan
                                years (with each loan year ending on the
                                anniversary of the Effective Date)

                                Loan Year      Minimum Principal Reduction
                                ---------      ---------------------------

                                Year 1         $_____________

                                Year 2         $_____________

                                Year 3         $_____________

                                Year 4         $_____________

--------------------------------------------------------------------------------
LENDER'S RELEASE PRICE          $_______________ for each Timeshare Interest,
                                based upon the construction of _________
                                Timeshare Interests in the Project.
--------------------------------------------------------------------------------
OTHER REQUIRED TERMS            All Project Loan Disbursements will be made
                                through a Construction Loan Escrow Agreement
                                containing usual and customary terms and
                                conditions.
--------------------------------------------------------------------------------
PROJECT INFORMATION
--------------------------------------------------------------------------------
USE OF PROCEEDS                 Acquisition of Land [and Improvements] for the
                                [construction/renovation] of ____________ Time
                                Share Interests located in [_______] County,
                                [_______].
--------------------------------------------------------------------------------
DEVELOPMENT WORK                With respect to a Project, the work of
                                development to be performed on or with respect
                                to the Land [and existing Improvements [describe
                                work to be done], all of which work will be
                                completed by or on behalf of the Borrower in
                                accordance with the Plans and Specifications in
                                all material respects.
--------------------------------------------------------------------------------
BUDGET FOR ACQUISITION,         The Budget for the acquisition, development and
DEVELOPMENT AND CONSTRUCTION    construction for the Project is attached hereto
                                as Schedule 1.
--------------------------------------------------------------------------------


                                       2
<PAGE>
--------------------------------------------------------------------------------
CONSTRUCTION PROGRESS SCHEDULE  Schedule 2 attached hereto sets forth the
AND STAGED DRAW SCHEDULE        Construction Progress Schedule for the Project
                                and Schedule 3 attached hereto sets forth the
                                Staged Draw Schedule for the Project.
--------------------------------------------------------------------------------
RETAINAGE                       10% percent of the amount of each approved
                                disbursement under a construction contract.
--------------------------------------------------------------------------------
INSPECTOR                       [__________], or such other inspector(s) or
                                engineer(s) engaged by the Lender, at the
                                expense of the Borrower, to provide to the
                                Lender consultation services in connection with
                                the Project.
--------------------------------------------------------------------------------
COMMENCEMENT OF DEVELOPMENT     Commencement of the Development Work shall occur
WORK                            no later than ____ days from the date of this
                                Project Commitment and will continue in
                                accordance with the Construction Progress
                                Schedule provided to the Lender.
--------------------------------------------------------------------------------
PROJECT DOCUMENTS
--------------------------------------------------------------------------------
PROJECT DOCUMENTS               Project Commitment
                                Deed of Trust
                                CLPI Assignment
                                UCC Financing Statements
                                Assignment
                                Plans and Specifications
                                Addendum to Note (if applicable)
                                Title Policy
                                Construction Loan Escrow Agreement
--------------------------------------------------------------------------------
REQUIRED POST CLOSING           Prior to making any Project Loan disbursement,
DOCUMENTS AND ITEMS             the Borrower shall deliver to the Lender the
                                following additional post-closing documents
                                and/or items:

                                (1)

                                (2)
--------------------------------------------------------------------------------

      Section 3. [As the  approved  Project is owned by  [_______________]  (the
"Project Owner"), which entity is a wholly owned subsidiary of Borrower, Project
Owner hereby  expressly,  and without any  reservations  or  exceptions,  agrees
hereby to become a party to the Loan Agreement,  assumes,  jointly and severally
with Borrower,  all of the obligations of Borrower presently,  or at any time in
the future, contained in the Loan Agreement and agrees to be bound by and comply
with all the terms  thereof.  Project  Owner  agrees to execute  and  deliver to
Lender the Addendum to the Note whereby  Project  Owner,  jointly and  severally
with Borrower,  assumes all of the obligations of Borrower presently,  or at any
time in the future,


                                       3
<PAGE>

contained in the Note. Project Owner and Borrower acknowledge that they are each
jointly and  severally  liable,  as primary  co-obligors  and not as sureties or
guarantors, for all of the amounts disbursed under the Note for this Project and
all other  projects  funded  pursuant to the Loan  Agreement,  and for all other
obligations of "Borrower" pursuant to such Loan Agreement. To the extent Project
Owner or Borrower is deemed a surety or guarantor, each hereby waive any and all
surety and guarantor  defenses to the extent  waivable  under  applicable  laws.
Whenever used herein or in the other Loan Documents,  the term "Borrower"  shall
include Project Owner.]

      Section 4.  Except as  otherwise  disclosed  on Exhibit B to this  Project
Commitment,  Borrower reaffirms [and Project Owner makes] as of the date of this
Project  Commitment all of the covenants,  representations  and warranties as to
itself  [themselves] and as to the Project.  Borrower hereby ratifies all of the
provisions of the Loan Documents and confirms that all of such provisions remain
in full force and  effect.  Borrower  acknowledges  and agrees that there are no
defenses, counterclaims,  setoffs, recoupments or other adverse claims or causes
of action of any kind existing with respect to the Loan and the Loan  Documents,
including  without  limitation,  claims  regarding  the  validity,   perfection,
priority and enforceability of the lien interests held by Lender pursuant to the
Loan Documents.

      Section 5.  Borrower  declares and  certifies,  under  penalty of perjury,
that: (i) the U.S. Taxpayer I.D. Number of [_____________]  is  [_____________];
(ii) the business  addresses of Borrower and Project  Owner are  [_____________]
and  [_____________]  respectively;  (iii)  Borrower  is not a "foreign  person"
within the meaning of Sections  1445 and 7701 of the  Internal  Revenue  Code of
1986,  as  amended;  and (iv)  Borrower  understands  that the  information  and
certification  contained  in this  paragraph  may be  disclosed  to the Internal
Revenue Service and that any false statement  contained herein could be punished
by fine,  imprisonment or both. The Borrower agrees to provide the Lender with a
new certification  containing the provisions of this paragraph  immediately upon
any change in such information.

      Section  6.  SECTIONS  9.17,  9.18  AND  9.20 OF THE  LOAN  AGREEMENT  ARE
INCORPORATED  HEREIN  BY THIS  REFERENCE.  BORROWER  SPECIFICALLY  ACKNOWLEDGES,
REAFFIRMS AND RESTATES THE AGREEMENTS AND WAIVERS CONTAINED IN THOSE SECTIONS AS
IF SET FORTH IN FULL IN THIS PROJECT COMMITMENT.

      Initials:

      Lender: __________

      Borrower: __________ __________ ____________________

      Section  7. The  Project  Documents  shall be  prepared  by counsel to the
Lender and shall be satisfactory  to the Lender.  Borrower shall be obligated to
pay all costs and expenses incurred to satisfy all conditions precedent, whether
or not any funds of the Loan are advanced  with  respect to the Project.  Lender
shall  not be  responsible  or liable  for  consequential  damages  which may be
alleged as a result of the issuance of this Project Commitment.

      Section 8.  Borrower  agrees to indemnify  and hold  harmless  Lender from
liabilities (including costs of settlement) arising out of or resulting from the
transactions contemplated by


                                       4
<PAGE>

this  Project  Commitment,  other  than  liabilities  resulting  from the  gross
negligence  or  willful  misconduct  of  Lender,  and to  reimburse  Lender  for
reasonable  legal or other expenses  incurred in connection  with the defense or
preparation of the defense of any such liability.

      Section 9. The  provisions of the  immediately  preceding  two  paragraphs
shall survive any termination of this Project Commitment.

      Section 10.  Borrower  represents,  warrants and certifies  that as of the
date of this Project  Commitment  (i) there has been no Material  Adverse Change
since the date of the most recent financial statements delivered to Lender, (ii)
there  has  been no  Material  Adverse  Change  in the  financial  condition  or
projected  operations  of  the  Project  since  the  date  of  the  most  recent
information delivered to the Lender with respect to the Project, (iii) there has
been no material action, suit or proceeding (including,  without limitation, any
inquiry or investigation)  pending or threatened with respect to Borrower or the
Project that could have a Material Adverse Change on Borrower or the Project and
(iv) no Event of Default or Potential Default exists under the Loan Agreement.

      Section 11. This Project  Commitment  shall not be  effective  unless this
Project  Commitment and the other Project Documents are executed by Borrower and
Lender on or before [_____________].


                                       5
<PAGE>

                                      LENDER:

                                      RESORT FINANCE LLC,
                                      a Massachusetts limited liability company

                                      By:_______________________________________
                                      Printed Name:
                                      Title:

                                      BORROWER:


                                      BLUEGREEN VACATIONS UNLIMITED, INC.,
                                      a Florida corporation

                                      By:_______________________________________

                                      Print Name:_______________________________

                                      Its: _____________________________________


                                       6
<PAGE>

                                      [BY   SIGNING   BELOW,    PROJECT    OWNER
                                      ACKNOWLEDGES  THAT  IT HAS RECEIVED A COPY
                                      OF  THE  LOAN  AGREEMENT  AND THAT PROJECT
                                      OWNER  AGREES  TO  BECOME A BORROWER UNDER
                                      AND BOUND BY SUCH LOAN  AGREEMENT, JOINTLY
                                      AND SEVERALLY LIABLE, ALL CONSISTENT  WITH
                                      THE PROVISIONS OF THIS PROJECT COMMITMENT

                                      PROJECT OWNER:

                                      [_____________],
                                      a [_____________]


                                      By:_______________________________________
                                      Printed Name:_____________________________
                                      Title:___________________________________]


                                       7
<PAGE>

                         EXHIBIT A TO PROJECT COMMITMENT

                            Real Property Description


                                       8
<PAGE>

                         EXHIBIT B TO PROJECT COMMITMENT

     Disclosed Non-Compliance with Covenants, Representations and Warranties

                        None, unless otherwise completed.


                                       9
<PAGE>

                        SCHEDULE 1 TO PROJECT COMMITMENT

                             DEVELOPMENT WORK BUDGET


                                       10
<PAGE>

                        SCHEDULE 2 TO PROJECT COMMITMENT

                         CONSTRUCTION PROGRESS SCHEDULE


                                       11
<PAGE>

                        SCHEDULE 3 TO PROJECT COMMITMENT

                              STAGED DRAW SCHEDULE


                                       12
<PAGE>

                                    EXHIBIT E

                       FORM OF DRAW REQUEST CERTIFICATION

                           DRAW REQUEST CERTIFICATION

================================================================================

DRAW REQUEST NUMBER


DATE:

LENDER:      RESORT FINANCE LLC,
             a Massachusetts limited liability company

BORROWER:    BLUEGREEN VACATIONS UNLIMITED, INC.,

             a Florida corporation

PROJECT:

================================================================================

      Reference is made to that certain  Loan  Agreement  dated as of January 6,
2005,  between Lender and Borrower relating to the above referenced  Project (as
amended  or  otherwise  modified  from  time to  time,  the  "Loan  Agreement").
Capitalized  terms used herein  without  definition  shall have the meanings set
forth in the Loan Agreement, unless the context shall require otherwise.

      Borrower  requests Lender to disburse to Borrower the proceeds of the Loan
in the amounts and for the purposes stated in the attached Schedule 1.

      In  connection   with  such  requested   disbursement,   Borrower   hereby
represents, warrants and certifies to Lender as follows:

            (10) No Event of Default or Potential Default presently exists under
      the Loan Agreement or any other Loan Document.

            (11) All of the  representations  and  warranties  of  Borrower  and
      Guarantor,  if any,  under the Loan Agreement and the other Loan Documents
      are hereby remade and restated.

            (12) With respect to the Loan:

                  (A) Borrower has  satisfied  all  conditions  precedent to the
            funding of the Project as set forth in the Loan Documents;

                  (B) the Loan Documents are in full force and effect;


                                       1
<PAGE>

                  (C)  the  Loan  is  secured  by a  first-priority  lien on the
            Project and the other  collateral  described in the Loan  Documents,
            other than Permitted Exceptions;

                  (D)  the  sum  of  all  amounts  expended  in  respect  of the
            acquisition of the Land, the  Improvements  and the Development Work
            does not exceed the Budget, or if such amounts do exceed the Budget,
            attached  hereto is a listing  of the  amounts  over  budget  and an
            explanation of such budget overrun(s); and

                  (E) all contractors,  subcontractors, vendors, materialmen and
            other  Persons  entitled to payment with respect to the  Development
            Work have been paid or will be paid, subject to retainage,  with the
            proceeds of the requested disbursement.

            (13) All insurance  required to be maintained by Borrower remains in
      full force in effect,  of the types, in the amounts and issued by insurers
      as previously approved by Lender.

            (14) All  Development  Work  covered by this Draw  Request  has been
      completed in accordance  with the  applicable  contracts and should now be
      paid,  and all costs  incurred in  connection  with the  Development  Work
      either  have  been  paid  or  will be  paid  out of the  proceeds  of this
      disbursement.

                                       BORROWER:

                                       BLUEGREEN VACATIONS UNLIMITED, INC.,

                                       a Florida corporation


                                       By:______________________________________

                                       Name:____________________________________

                                       Title:___________________________________


                                       2
<PAGE>

                                 [PROJECT NAME]

                        SCHEDULE 1 TO DRAW REQUEST NUMBER


                                       3