Exhibit 10.153

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                                  FULL GUARANTY

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      THIS GUARANTY  AGREEMENT (this  "Guaranty") is made as of January 10, 2005
(the "Effective  Date") by BLUEGREEN  CORPORATION,  a Massachusetts  corporation
(the  "Guarantor"),  in favor of RESORT  FINANCE  LLC, a  Massachusetts  limited
liability company (the "Lender").

                                R E C I T A L S:

      A. Lender and Bluegreen Vacations  Unlimited,  Inc., a Florida corporation
("Borrower")  are entering into a Loan Agreement  dated as of even date herewith
(as from time to time amended,  the "Loan Agreement"),  pursuant to which Lender
has  agreed  to  make to  Borrower  a  revolving  acquisition,  development  and
construction loan in the maximum principal amount of $50,000,000  ("Loan").  The
Loan is evidenced by a Revolving  Promissory  Note executed by Borrower in favor
of Lender  dated as of even date  herewith  (as from time to time  amended,  the
"Note").

      B. As a condition  to making the Loan,  the Lender has  required  that the
Guarantor execute and deliver this Guaranty guaranteeing the payment of the Loan
and performance of the Borrower's obligations under the Loan Documents.

                               A G R E E M E N T:

      NOW,  THEREFORE,  in order to induce  the  Lender  to enter  into the Loan
Agreement  and to make the Loan,  and in  consideration  thereof,  the Guarantor
hereby agrees as follows:

      Section 1. Guaranty.

      a. The Guarantor hereby absolutely and  unconditionally  guarantees to the
Lender the  payment,  as and when the same shall be due and  payable  whether by
lapse of time,  by  acceleration  of  maturity  or  otherwise,  and at all times
thereafter,  of (i) the principal of the Loan, (ii) all interest,  fees,  costs,
expenses, indemnification, indebtedness and other sums of money now or hereafter
due and  owing  by the  Borrower  to the  Lender  in  connection  with  the Loan
Agreement (including, without limitation, those arising pursuant to the terms of
the Note, the Loan Agreement,  and any of the other loan documents corresponding
to the Loan  (collectively,  the "Loan  Documents")),  and  (iii) all  renewals,
extensions,  refinancings,  modifications or amendments of such  indebtedness or
any part thereof  (collectively,  the  "Monetary  Obligations").  This  Guaranty
covers  the  Monetary  Obligations  whether  currently  outstanding  or  arising
subsequent to the date hereof  including  all amounts  advanced by the Lender in
stages or  installments.  The  guaranty  of the  Guarantor  as set forth in this
Section 1.a is a guaranty of payment and not of collection.

      b.  The  Guarantor  hereby  further   irrevocably,   unconditionally   and
absolutely  guarantees  to the  Lender  the due and  prompt  performance  by the
Borrower of all duties,  agreements and obligations of the Borrower contained in
the Loan  Documents,  and the due and prompt  payment of all costs and  expenses
incurred, including, without limitation, reasonable attorneys' fees, court costs

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and all other litigation  expenses  (including but not limited to expert witness
fees,  exhibit  preparation,  and courier,  postage,  communication and document
copying  expenses),  in  enforcing  the  payment  and  performance  of the  Loan
Documents (the  "Performance  Obligations").  The Monetary  Obligations  and the
Performance  Obligations  are  collectively   hereinafter  referred  to  as  the
"Indebtedness."

      c. In addition,  the Guarantor hereby agrees to pay any and all reasonable
costs and expenses (including,  without limitation,  reasonable attorneys' fees,
but without regard to any statutory presumption) incurred by the Lender to third
parties in enforcing any rights or remedies under this Guaranty.

      d. All amounts due under this Guaranty shall bear interest,  to the extent
permitted by law,  from the date due until paid at the Default  Rate, as defined
in the Note.

      Section 2. Guaranty Absolute.

      a. The Guarantor guarantees that the Indebtedness will be paid strictly in
accordance  with  the  terms  of the  Loan  Documents  regardless  of  any  law,
regulation or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of the Lender with respect thereto. The liability of
the Guarantor under this Guaranty shall be a continuing,  absolute,  irrevocable
and unconditional guarantee of payment irrespective of:

            i.  any  lack  of  validity  or  enforceability  of any of the  Loan
Documents  or any  renewal,  extension  or  modification  thereof  (or any other
agreement or instrument relating thereto);

            ii. any change in the time, manner or place of payment of, or in any
other term of, all or any of the Indebtedness,  or any other amendment or waiver
of or any consent to departure from the Hazardous  Substances,  Remediation  and
Indemnification  Agreement,  the Note, any deed of trust, the Loan Agreement, or
any of the other Loan Documents,  including, without limitation,  changes in the
terms of disbursement of the Loan proceeds or repayment thereof, modification to
any of the  Plans  and  Specifications  by any of the  Borrower,  modifications,
extensions (including extensions beyond and after the original term) or renewals
of payment  dates,  changes in interest  rate or the  advancement  of additional
funds by the Lender in its discretion;

            iii. any exchange,  release or nonperfection  of any collateral,  or
any release or amendment or waiver of, or consent to departure  from,  any other
guaranty, for all or any of the Indebtedness; or

            iv.  any  other  circumstances  (INCLUDING  THE  SOLE OR  CONCURRENT
NEGLIGENCE OF LENDER) which might otherwise  constitute a defense  available to,
or a discharge of, any of the entities comprising the Borrower in respect of the
Indebtedness or to the Guarantor in respect of this Guaranty, excepting only the
Lender's  gross  negligence or willful  misconduct in its failure to perform its
obligations  to any of the  entities  comprising  the  Borrower  under  the Loan
Agreement;

      b. Notwithstanding any termination of this Guaranty or the cancellation of
the Note or any other agreement evidencing the Indebtedness,  if at any time any
payment  or  performance  of  any of  the  Indebtedness  (from  any  source)  is
rescinded, repaid or must otherwise be returned by the Lender (i) due to or upon
the insolvency,  bankruptcy or  reorganization of the Borrower or the


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Guarantor,  or (ii) for any other circumstance,  this Guaranty shall continue to
be  effective or be  reinstated,  as the case may be, all as though such payment
had not been made.

      Section 3.  Subrogation.  During an Event of Default  or  subsequent  to a
Potential  Default,  the Guarantor shall not accept payment from Borrower by way
of  contribution  on account of any payment  made  hereunder  by Borrower to the
Lender,  and the  Guarantor  will not take any action to exercise or enforce any
rights to such  contribution.  If any amount  shall be paid to the  Guarantor on
account of such subrogation  rights at any time when all the Indebtedness  shall
not have  been  paid or  performed  in full,  during  an  Event  of  Default  or
subsequent  to a Potential  Default  such amount  shall be held in trust for the
benefit of the Lender and shall  forthwith  be paid to the Lender to be credited
and applied upon the Indebtedness,  whether matured or unmatured,  in such order
as the Lender, in its sole and absolute discretion, shall determine. Any lien or
charge on any real or personal property subject to a lien in favor of Lender, or
the revenue and income to be realized  therefrom,  and all rights in and to such
property,  which the  Guarantor  may have or obtain as security for any loans or
advances shall be, and such lien or charge hereby is,  subordinated to the liens
and to the  indebtedness  of the  Borrower to the Lender  under the Note and the
other Loan Documents.

      Section 4. Guaranty Independent; Waivers.

      a. The Guarantor agrees that (i) the obligations hereunder are independent
of and in addition to the undertakings of the Borrower and the Guarantor, as and
to the extent applicable, pursuant to the Hazardous Substances,  Remediation and
Indemnification  Agreement  and  the  other  Loan  Documents,  any  evidence  of
indebtedness  issued  in  connection  therewith,  any deed of trust or  security
agreement  given to secure the same,  any other  guaranties  given in connection
with the Loan and any other  obligations of the Guarantor to the Lender,  (ii) a
separate  action may be brought to enforce  the  provisions  hereof  whether the
Borrower is a party in any such action or not, (iii) the Lender may at any time,
or from time to time, in its sole  discretion,  without any notice to or consent
from the  Guarantor,  (A)  modify  the  Hazardous  Substances,  Remediation  and
Indemnification  Agreement and the other Loan  Documents to extend or change the
time of payment and/or performance and/or the manner,  place or terms of payment
and/or  performance  of  all  or any of  the  Indebtedness,  and/or  to  include
additional Projects,  Borrowers and/or Project Owners; (B) exchange,  release or
compromise any of the Indebtedness;  (C) exchange,  release and/or surrender all
or any of the collateral security, or any part thereof, by whomsoever deposited,
which is now or may  hereafter be held by the Lender in  connection  with all or
any of the  Indebtedness;  (D) if and as permitted by the Loan  Documents,  sell
and/or  purchase all or any such collateral at public or private sale, or at any
broker's board, in the manner permitted by law and after giving any notice which
may be required,  and after  deducting  all costs and expenses of every kind for
collection,  sale or delivery,  the net proceeds of any such sale may be applied
by the Lender upon all or any of the Indebtedness;  and (E) settle or compromise
with the Borrower,  and/or any other person liable  thereon,  any and all of the
Indebtedness,  and/or  subordinate the payment of same, or any part thereof,  to
the payment of any other debts or claims,  which may at any time be due or owing
to the Lender and/or any other person or corporation,  and (iv) the Lender shall
be under no  obligation  to marshal any assets in favor of the  Guarantor  or in
payment of the  Indebtedness.  The Guarantor  agrees that the Lender may without
notice to the  Guarantor  sell,  assign,  or transfer  all or any portion of the
indebtedness,  obligations, and liabilities of the Borrower, and, in that event,
each and every successive assignee,  transferee, or holder of all or any part of
said indebtedness,  obligations,  or liabilities shall have the right to enforce
this Guaranty by suit or other remedy as fully as if such assignee,  transferee,
or holder  were  herein by name  specifically  given such  rights,  powers,  and
benefits;  provided,  however, that the Lender


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shall  have  an  unimpaired  right  to  enforce  this  Guaranty  for  any of its
liabilities that it has not sold, assigned, or transferred.

      b. Except as otherwise  provided in the Loan Documents,  Guarantor  hereby
waives (i) presentment,  demand,  acceleration,  intent to accelerate,  protest,
notice of acceptance, notice of dishonor, notice of nonperformance and any other
notice with  respect to any of the  Indebtedness  and this  Guaranty  (except as
otherwise expressly provided herein),  and promptness in commencing suit against
any party  thereto or liable  thereon,  and/or in giving any notice to or making
any claim or demand hereunder upon the Guarantor,  (ii) any right to require the
Lender to (A) proceed  against the Borrower,  (B) proceed against or exhaust any
security held from the Borrower,  or (C) pursue any remedy in the Lender's power
whatsoever;  (iii) any  defense  arising  by reason of any  disability  or other
defense of the Borrower or by reason of the cessation from any cause  whatsoever
of the liability of the Borrower  other than full payment or  performance of the
Indebtedness; (iv) any defense it may acquire by reason of the Lender's election
of any remedy against it or the Borrower or both, including, without limitation,
election by the Lender to exercise  its rights under the power of sale set forth
in any deed of trust,  even though  rights of  subrogation  of the Guarantor may
thereby  be  impaired  or  extinguished;  (v) any and all  suretyship  defenses,
including  any  defense  based  on  lack  of  due  diligence  by the  Lender  in
collection,  protection or realization  upon any collateral  (vi) to the fullest
extent  permitted  by law,  (A) any defense  arising as a result of the Lender's
election,  in any  proceeding  instituted  under  the  Bankruptcy  Code,  of the
application of Section  1111(b)(2) of the  Bankruptcy  Code, and (B) any defense
based on any borrowing or grant of a security  interest under Section 364 of the
Bankruptcy  Code; and (vii) the benefit of any statute of limitations  affecting
the liability of the Guarantor hereunder or the enforcement thereof.

      Section  5.  Does Not  Supersede  Other  Guaranties.  The  individual  and
collective  obligations of the Guarantor  hereunder  shall be in addition to any
obligations  of the Guarantor  under any other  guaranties  of the  Indebtedness
and/or  any  obligations  of the  Borrower  or any  other  persons  or  entities
heretofore given or hereafter to be given to the Lender, and this Guaranty shall
not  affect or  invalidate  any such  other  guaranties.  The  liability  of the
Guarantor  to the  Lender  shall at all  times  be  deemed  to be the  aggregate
liability  of the  Guarantor  under the terms of this  Guaranty and of any other
guaranties heretofore or hereafter given by the Guarantor to the Lender or to an
Affiliate,  successor  or assign of the Lender in  connection  with the Loan and
Loan Documents.

      Section 6. Representations and Warranties.  The Guarantor hereby makes the
following representations and warranties:

      a. Benefit.  The Guarantor may reasonably  expect to benefit,  directly or
indirectly,  from the making of this  Guaranty and from each and every  renewal,
extension,  modification,  alteration,  refinancing, and rearrangement of all or
any part of the Indebtedness,  the release of collateral or other relinquishment
of legal  rights  made or  granted or to be made or granted by the Lender to the
Borrower and the amendment or  modification  of the terms and  conditions of the
Indebtedness.

      b. Power and Authority.

            i. The Guarantor  has the  requisite  power and authority to own and
manage its  properties,  to carry on its business as now being  conducted and to
perform its obligations hereunder.


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<PAGE>

            ii. The  Guarantor is in  compliance  with all  corporate  and other
applicable  laws,  regulations,  ordinances  and  orders of  public  authorities
applicable to it.

      c. Validity of Guaranty.

            i. The execution,  delivery and performance by the Guarantor of this
Guaranty have been duly authorized by all necessary  action, do not and will not
(A) contravene the  organizational  or charter  documents of the Guarantor,  (B)
violate  any  provision  of any law,  rule or  regulation  or any  order,  writ,
judgment  or decree of any court or  agency  of  government,  or any  indenture,
agreement or any other  instrument  to which it is a party or by which it or its
property is bound and it is not in default under any such law, rule, regulation,
order, judgment,  decree,  indenture,  agreement or instrument,  (C) require any
approval or consent of any officer,  shareholder  or any other Person other than
approvals  which have been  previously  obtained and disclosed in writing to the
Lender, (D) result in a breach of or constitute (with due notice and/or lapse of
time) a default under any such indenture,  agreement or other instrument, or (E)
result in the creation or imposition of any lien,  charge or  encumbrance of any
nature whatsoever upon any of its property or assets,  except as contemplated by
the provisions of the Loan Documents.

            ii. This Guaranty has been duly executed by the Guarantor  and, when
delivered to the Lender,  will constitute a legal,  valid and binding obligation
enforceable  against  it in  accordance  with its terms,  subject to  applicable
bankruptcy,  insolvency  and other  similar  laws  affecting  creditors'  rights
generally.

      d. Financial Statements.

            i. All  financial  statements  and data that have been  given to the
Lender by the Guarantor (A) are complete and correct in all material respects as
of the date given; (B) accurately  present its financial  condition on each date
as of which,  and the results of its operations  for the periods for which,  the
same  have  been  furnished;  and (C) have  been  prepared  on the basis of GAAP
consistently applied.

            ii. All balance  sheets and the notes  thereto  with  respect to the
Guarantor furnished to the Lender disclose all its material  liabilities,  fixed
and contingent, as of their respective dates.

            iii.  There has been no  material  adverse  change in the  financial
condition or operations  of the Guarantor  since (A) the date of the most recent
financial  statement  given to the Lender with respect to the Guarantor,  or (B)
the date of the financial  statements given to the Lender  immediately  prior to
the date hereof, other than changes in the ordinary course of business,  none of
which changes has been materially adverse individually or in the aggregate.

      e. Other  Arrangements.  The  Guarantor is not a party to any agreement or
instrument that could result in a Material  Adverse Change as to the Borrower or
the Guarantor.

      f. Other  Information.  All other  reports,  papers and  written  data and
information given to the Lender by the Guarantor with respect to it are accurate
and correct in all material  respects  and complete as of the date  delivered to
the Lender  insofar as  completeness  may be necessary to give the Lender a true
and accurate knowledge of the subject matter.


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<PAGE>

      g.  Litigation.  There  is  not  now  pending  against  or  affecting  the
Guarantor,  nor to its  knowledge  is  there  threatened,  any  action,  suit or
proceeding at law or in equity or by or before any  administrative  agency that,
if  adversely  determined,  would  materially  impair  or affect  its  financial
condition or operations in a manner to violate the financial covenants set forth
in the Loan Agreement.

      h. Taxes. The Guarantor has filed all federal, state, provincial,  county,
municipal and other income tax returns required to have been filed by it and has
paid (or, in each case, has obtained a proper  extension for the payment of) all
taxes  that  have  become  due  pursuant  to such  returns  or  pursuant  to any
assessments received by it, and the Guarantor knows of no basis for any material
additional assessment against it in respect of such taxes.

      i. Solvent.  The Guarantor is now solvent, and no bankruptcy or insolvency
proceedings  are  pending  by or  against  the  Guarantor  or to the best of the
Guarantor's knowledge  contemplated by or against the Guarantor.  As of the date
hereof,  and after giving effect to this Guaranty and the obligations  evidenced
hereby,  (i) the Guarantor is and will be solvent,  (ii) the fair saleable value
of the  Guarantor's  assets exceeds and will continue to exceed its  liabilities
(both fixed and contingent), (iii) the Guarantor is and will continue to be able
to pay its debts as they mature, and (iv) the Guarantor has and will continue to
have sufficient  capital to carry on its business and all businesses in which it
is about to engage.

      j. Relationship to the Borrower.  The value of the consideration  received
and to be received by the Guarantor is reasonably  worth at least as much as the
liability  and  obligation  of the  Guarantor  incurred  or  arising  under this
Guaranty.  The Guarantor has had full and complete access to the Loan Agreement,
the Note and all other loan documents  relating to the  guaranteed  obligations,
has  reviewed  them  and is fully  aware  of the  meaning  and  effect  of their
contents.  The Guarantor is fully informed of all circumstances  which bear upon
the risks of executing this Guaranty and which a diligent  inquiry would reveal.
The  Guarantor  has  adequate  means to obtain from the Borrower on a continuing
basis  information  concerning the Borrower's  financial  condition,  and is not
depending on the Lender to provide such information,  now or in the future.  The
Guarantor  agrees  that the Lender  shall not have any  obligation  to advise or
notify the Guarantor or to provide the Guarantor  with any data or  information.
The  execution and delivery of this  Guaranty is not given in  consideration  of
(and the Lender has not in any way implied that the  execution of this  Guaranty
is given in consideration  of) the Lender's  making,  extending or modifying any
loan  to the  Guarantor  or any  other  financial  accommodation  to or for  the
Guarantor.

      k. Massachusetts  Corporation.  The Guarantor represents and warrants that
the Guarantor is a corporation  duly organized,  validly  existing,  and in good
standing under the laws of the State of Massachusetts.

      l. 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  and  delivery  by the  Guarantor  of the
applicable Loan Documents, or any other document executed pursuant thereto or in
connection therewith,  and all such authorizations,  approvals or other actions,
and notices and filings,  required for the  performance by the Guarantor of said
Loan Documents shall be duly given or obtained by the Guarantor  within the time
period required under applicable Laws and Regulations.


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<PAGE>

      m.  Governmental  Regulations.  The Guarantor is not 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.

      n. Employee  Benefit  Plans.  The Guarantor does not maintain any pension,
retirement,  profit sharing or similar  employee benefit plan that is subject to
ERISA  other  than  a  plan  pursuant  to  which  the  Guarantor's  contribution
requirement,  as applicable, is made concurrently with the respective employees'
contributions.

      o. Securities Activities. The Guarantor is not 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  twenty-five  percent  (25%)  of  the  value  of the
Guarantor's assets consists of such margin stock.

      p. No Material Adverse Change.  No Material Adverse Change with respect to
the Guarantor has occurred since September 30, 2004.

      q. No Third Party Fees.  Neither the Guarantor  nor any of its  respective
Affiliates  has paid any fees to any third  party in  connection  with the Loan,
except as disclosed to the Lender in writing.

      r. Full  Disclosure.  None of the  statements  contained  in any  exhibit,
report,  statement or certificate  furnished by or on behalf of the Guarantor in
connection with the Loan Documents  contains any untrue  statement of a material
fact, or omits any material  fact required to be stated  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 by the Guarantor,  while reflecting the
Guarantor's good faith  projections or forecasts based upon methods and data the
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 7. Affirmative Covenants. The Guarantor covenants and agrees that,
so long as any part of the  Indebtedness  shall  remain to be performed or paid,
the Guarantor will, unless the Lender shall otherwise consent in writing:

      a. Financial Covenants.

            i. Net Worth. The Guarantor will maintain a Net Worth equal to or in
excess of $200,000,000.00.

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

      b. Taxes  Affecting the Guarantor.  File all federal,  state,  provincial,
county,  municipal  and other  income tax  returns  required  to be filed by the
Guarantor and pay before the same becomes


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<PAGE>

delinquent all taxes that become due pursuant to such returns or pursuant to any
assessments received by it.

      c.  Compliance  with Law.  Promptly and  faithfully  comply with all laws,
ordinances,  rules,  regulations and  requirements,  both present and future, of
every duly constituted governmental authority or agency having jurisdiction that
may be applicable to the Guarantor,  noncompliance  with which might result in a
Material Adverse Change.

      d. Books and  Records.  Maintain  full and  complete  books of account and
other  records  reflecting  the  results of its  operations,  and furnish to the
Lender such  information  about the financial  condition  and  operations of the
Guarantor as the Lender shall reasonably request, including, but not limited to,
the following  information which shall be furnished without request: (i) as soon
as possible and in any event within one hundred  twenty (120) days after the end
of each  fiscal  year of the  Guarantor  audited  financial  statements  for the
immediately  preceding fiscal year of the Guarantor,  which financial statements
shall include a balance sheet as at the end of such fiscal year, and a statement
of income for such fiscal year;  and (ii) such other  information or data as the
Lender may reasonably request.

      e.  Existence.  Maintain,  preserve  and keep in full force and effect its
existence as a limited partnership.

      f. Maintenance of Collateral.  Maintain,  preserve and keep its properties
and equipment in good repair,  working order and condition and from time to time
will make all needful and proper repairs,  renewals,  replacements and additions
thereto so that at all times the efficiency thereof shall be fully preserved and
maintained.

      g.  Defaults.  Promptly  notify  the Lender in writing in the event of the
occurrence of any Event of Default or a Potential Default.

      Section 8.  Consolidation,  Merger and Asset Sale. The Guarantor shall not
consolidate  nor  merge,  nor  sell,  lease  or  otherwise  transfer  all or any
substantial  part of its  assets to any other  Person,  except  for sales in the
ordinary course of business made at fair market value, unless (a) the successor,
survivor or transferee shall have expressly assumed the Guarantor's  obligations
by an  instrument  in writing  reasonably  satisfactory  to the Lender,  (b) all
approvals,  consents and other actions of any governmental authority required in
connection  with the  performance  by such Person of the  obligations  hereunder
shall  have  been  obtained,  and (c) such  action  would  not cause an Event of
Default under the Loan Agreement.

      Section 9.  Amendments,  Etc. No amendment  or waiver of any  provision of
this Guaranty nor consent to any departure by the Guarantor  therefrom  shall in
any event be  effective  unless the same  shall be in writing  and signed by the
Lender and Guarantor, and then such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given. No notice to
or demand on the Guarantor  shall in any case entitle the Guarantor to any other
or  further  notice or  demand  in  similar  or other  circumstances,  except as
otherwise expressly provided in this Guaranty.

      Section  10.  Notices.  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:


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<PAGE>

            (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 Guaranty 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 (as
defined in the Loan Agreement) 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:

      a.    If to the Guarantor, addressed to:

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

            With a copy to:

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

      b.    If to the Lender, addressed to:

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


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<PAGE>

             With a copy addressed to:

             Resort Finance LLC
             160 Benmont Avenue, Suite 15
             Bennington, Vermont 05201
             Attn:  Kim Mathews-Counsel
             Telephone: (802) 440-9695 x222
             Telecopier (802) 440-9615

             With a copy to:

             Baker & McKenzie LLP
             One Prudential Plaza
             130 East Randolph Drive
             Chicago, Illinois  60601
             Attn: Mr. Helmut E. Gerlach
             Telephone: (312) 861-2959

             With copy to Borrower:

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

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

      Section 11. No Waiver;  Remedies.  No failure on the part of the Lender to
exercise and no delay in exercising any right or remedy  hereunder shall operate
as a waiver thereof; nor shall the Lender be estopped to exercise any such right
or remedy at any future time because of any such failure or delay; nor shall any
single or partial exercise of any right or remedy  hereunder  preclude any other
or further  exercise  thereof or the exercise of any other right or remedy.  The
remedies  herein  provided  are  cumulative  and not  exclusive  of any remedies
provided by law.

      Section 12. Setoff.  Without  limiting any other right of the Lender,  the
Lender  at its  sole  option  may at any  time set off  against  any  obligation
hereunder any and all  obligations  of the Lender  (whether or not contingent or
matured) to the Guarantor arising under the Loan Agreement.

      Section  13.  Subordination.  Any  indebtedness  of  the  Borrower  now or
hereafter held by the Guarantor is hereby  subordinated  to the  indebtedness of
the Borrower to the Lender, and during the Event of Default such indebtedness of
the Borrower to the Guarantor  shall,  if the Lender so requests,  be collected,
enforced  and  received by the  Guarantor  as trustee for the Lender and be paid
over to the Lender on account of the indebtedness of the Borrower to the Lender,
but without


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<PAGE>

reducing or  limiting in any manner the  liability  of the  Guarantor  under the
other provisions of this Guaranty.

      Section 14. No Duty. The Guarantor assumes the  responsibility for keeping
informed  of  the  financial   condition  of  the  Borrower  and  of  all  other
circumstances  bearing  upon the risk of  nonpayment  or  nonperformance  of the
Indebtedness,  and  agrees  that the  Lender  shall  have no duty to advise  the
Guarantor of any  information  known to the Lender  regarding any such financial
condition or circumstances.

      Section 15. Bankruptcy of the Borrower.  Notwithstanding any modification,
discharge or extension of the Indebtedness or any amendment,  modification, stay
or  cure  of  the  Lender's   rights  which  may  occur  in  any  bankruptcy  or
reorganization  case or proceeding  concerning the Borrower whether permanent or
temporary,  and whether  assented to by the Lender,  the Guarantor hereby agrees
that it shall be  obligated  hereunder to pay and perform the  Indebtedness  and
discharge its other obligations in accordance with the terms of the Indebtedness
and the terms of this Guaranty.  The Guarantor understands and acknowledges that
by virtue of this Guaranty,  it has specifically  assumed any and all risks of a
bankruptcy or reorganization case or proceeding with respect to the Borrower. As
an  example  and not by way of  limitation,  a  subsequent  modification  of the
Indebtedness in any reorganization case concerning the Borrower shall not affect
the  obligation  of the  Guarantor  to  pay  and  perform  the  Indebtedness  in
accordance with the original terms.

      Section  16.  Entire  Agreement.  This  Guaranty  is  intended  as a final
expression of this  agreement of guaranty and is intended also as a complete and
exclusive statement of the terms of this agreement.  No course of prior dealings
between the  Guarantor and the Lender,  no usage of the trade,  and no parole or
extrinsic  evidence of any nature,  shall be used or be relevant to  supplement,
explain, contradict or modify the terms and/or provisions of this Guaranty.

      Section 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 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


                                       11
<PAGE>

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.

      Section 19. Waiver of Jury Trial.  EACH OF THE PARTIES HEREBY  IRREVOCABLY
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 20. Miscellaneous.

      a. Time is of the essence hereof.

      b. If any term, provision, covenant or condition hereof or any application
thereof should be held by a court of competent  jurisdiction to be invalid, void
or  unenforceable,  all  provisions,  covenants and conditions  hereof,  and all
applications  thereof not held invalid,  void or unenforceable shall continue in
full force and effect and shall in no way be affected,  impaired or  invalidated
thereby.

      c. Section  headings in this  Guaranty are  included  for  convenience  of
reference  only and do not  constitute  a part of this  Guaranty  for any  other
purpose.

      d. This Guaranty  binds the Guarantor and its  successors  and assigns and
inures  to the  benefit  of the  Lender  and  its  successors  and  assigns  and
participants.

      e. This Guaranty cannot be modified, amended, or terminated orally.

      IN  WITNESS  WHEREOF,  the  undersigned  has  duly  executed,  sealed  and
delivered this Guaranty as of the date first above written.

                                     BLUEGREEN CORPORATION,
                                     a Massachusetts corporation


                                     By: ____________________________________
                                     Print Name:_____________________________
                                     Its:____________________________________


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