EXHIBIT 10.153

                                    SECOND AMENDED AND RESTATED LOAN AGREEMENT

Wachovia Bank, National Association
214 North Hogan Street - FL007
Jacksonville, Florida 32202
(Hereinafter referred to as the "Bank")

Bluegreen Corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33341

Bluegreen Resorts Management, Inc.
f/k/a RDI Resort Services Corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Vacations Unlimited, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Holding Corporation (Texas)
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Properties of the Southwest One, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Southwest One, L.P.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Asset Management Corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Carolina Lands, LLC
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Corporation of Tennessee
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Corporation of the Rockies
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Properties of Virginia, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

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Bluegreen Resorts International, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Carolina National Golf Club, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Leisure Capital Corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen West Corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

BG/RDI Acquisition Corp.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Corporation Great Lakes (WI)
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Corporation of Canada
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Golf Clubs, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Interiors, LLC
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Southwest Land, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

New England Advertising Corp.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

South Florida Aviation, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Winding River Realty, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Jordan Lake Preserve Corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431


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Leisure Communication Network, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Managed Assets Corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

travelheads, inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Encore Rewards, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Leisurepath, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

BXG Realty, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Mystic Shores Realty, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Brickshire Realty, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Catawba Falls, LLC
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Preserve at Jordan Lake Realty, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Purchasing & Design, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Great Vacation Destinations, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Lake Ridge Realty, Inc.
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

(Individually or collectively, jointly and severally, the "Borrower")


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This Amended and Restated Loan Agreement ("Agreement") is entered into as of
December 31, 2002

Borrower requested and First Union National Bank ("First Union") made that
certain $5,000,000.00 line of credit available to Borrower (the "Loan") as
evidenced by that certain Promissory Note dated as of September 23, 1998 and
certain other documents including that certain Loan Agreement dated as of
September 23, 1998. The Loan has been previously amended, increased and extended
pursuant to the terms and conditions of certain documents including, without
limitation, that certain $10,000,000.00 Renewal Promissory Note dated as of
December 31, 2000, that certain Modification Number One to the Loan Agreement
dated as of August 1, 1999, that certain Modification Number Two to Loan
Agreement dated as of November 3, 1999, that certain Modification Number Three
to Loan Agreement dated as of December 31, 2000, and certain other documents.

Borrower subsequently requested and First Union agreed to amend, increase and
extend the Loan as evidenced by (i) that certain Amended and Restated Promissory
Note executed by Borrower, jointly and severally, dated as of December 31, 2001,
and made payable to First Union in the original principal amount of
$12,500,000.00; (ii) that certain Amended and Restated Loan Agreement dated as
of December 31, 2001; and (iii) certain other loan documents dates as of
December 31, 2001.

Borrower has requested and Bank (successor by merger to First Union) has agreed
to further amend and extend the Loan pursuant to the terms of (i) that certain
Second Amended and Restated Promissory Note executed by Borrower, jointly and
severally, of even date herewith and made payable to Bank in the original
principal amount of $12,500,000.00 (the "Note") and (ii) this Agreement. The
Note, this Agreement and all other documents executed in connection with the
Loan are hereinafter collectively referred to as the "Loan Documents". All
capitalized terms used herein and not otherwise defined shall have those
meanings ascribed to them in the Loan Documents.

Line of Credit. Borrower may borrow, repay, and reborrow, from time to time, so
long as the total indebtedness outstanding under the Loan at one time does not
exceed the principal amount minus the sum of (i) the amount available to be
drawn plus (ii) the amount of unreimbursed drawings under all letters of credit
issued by Bank for account of Borrower. The Loan proceeds are to be used by
Borrower solely for working capital and to issue letters of credit from time to
time. The Borrower shall deliver a Borrowing Certificate attached as Exhibit "A"
to Bank with each borrowing under the Loan. Each borrowing request shall be in
compliance with the eligibility formula of the Borrowing Certificate. Advances
under the Loan shall be repaid within ninety (90) days of such advance and the
Borrower shall pay down the outstanding balance under the Loan to a maximum of
$100.00 for forty-five (45) consecutive days annually. The total amount of
letters of credit to be issued under the Note shall not exceed $500,000.00 at
any time nor have maturities greater than the maturity date of the Loan. The
maturity date of the Loan shall be December 31, 2003.

Availability Fee. Borrower shall pay to Bank an availability fee in the amount
of $15,000.00 upon the execution and delivery of this Agreement.

Representations. Borrower represents that from the date of this Agreement and
until final payment in full of the Obligations: Accurate Information. All
information now and hereafter furnished to Bank is and will be true, correct and
complete. Any such information relating to Borrower's financial condition will
accurately reflect Borrower's financial condition as of the date(s) thereof,
(including all contingent liabilities of every type), and Borrower further
represents that its financial condition has not changed materially or adversely
since the date(s) of such documents. Authorization; Non-Contravention. The
execution, delivery and performance by Borrower of this Agreement and other Loan
Documents to which it is a party are within its power, have been duly authorized
as may be required and, if necessary, by making appropriate filings with any
governmental agency or unit and are the legal, binding, valid and enforceable
obligations of Borrower; and do not (i) contravene, or constitute (with or
without the giving of notice or lapse of time or both) a violation of any
provision of applicable law, a violation of the organizational documents of
Borrower, or a default under any agreement, judgment, injunction, order, decree
or other


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instrument binding upon or affecting Borrower, (ii) result in the creation or
imposition of any lien (other than the lien(s) created by the Loan Documents) on
any of Borrower's assets, or (iii) give cause for the acceleration of any
obligations of Borrower or any guarantor to any other creditor. Asset Ownership.
Borrower has good and marketable title to all of the properties and assets
reflected on the balance sheets and financial statements supplied Bank by
Borrower, and all such properties and assets are free and clear of mortgages,
security deeds, pledges, liens, charges, and all other encumbrances, except as
otherwise disclosed to Bank by Borrower in writing and approved by Bank
("Permitted Liens"). To Borrower's knowledge, no default has occurred under any
Permitted Liens and no claims or interests adverse to Borrower's present rights
in its properties and assets have arisen. Discharge of Liens and Taxes. Borrower
has duly filed, paid and/or discharged all taxes or other claims which may
become a lien on any of its property or assets, except to the extent that such
items are being appropriately contested in good faith and an adequate reserve
for the payment thereof is being maintained. Sufficiency of Capital. Borrower is
not, and after consummation of this Agreement and after giving effect to all
indebtedness incurred and liens created by Borrower in connection with the Note
and any other Loan Documents, will not be, insolvent within the meaning of 11
U.S.C. ss. 101(32). Compliance with Laws. Borrower is in compliance in all
respects with all federal, state and local laws, rules and regulations
applicable to its properties, operations, business, and finances, including,
without limitation, any federal or state laws relating to liquor (including 18
U.S.C. ss. 3617, et seq.) or narcotics (including 21 U.S.C. ss. 801, et seq.)
and/or any commercial crimes; all applicable federal, state and local laws and
regulations intended to protect the environment; and the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), if applicable. Organization
and Authority. Each Borrower is duly created, validly existing and in good
standing under the laws of the state of its organization, and has all powers,
governmental licenses, authorizations, consents and approvals required to
operate its business as now conducted. Each Borrower is duly qualified, licensed
and in good standing in each jurisdiction where qualification or licensing is
required by the nature of its business or the character and location of its
property, business or customers, and in which the failure to so qualify or be
licensed, as the case may be, in the aggregate, could have a material adverse
effect on the business, financial position, results of operations, properties or
prospects of Borrower or any such guarantor. No Litigation. There are no pending
or threatened suits, claims or demands against Borrower or any guarantor that
have not been disclosed to Bank by Borrower in writing, and approved by Bank.
ERISA. Each employee pension benefit plan, as defined in ERISA, maintained by
Borrower meets, as of the date hereof, the minimum funding standards of ERISA
and all applicable regulations thereto and requirements thereof, and of the
Internal Revenue Code of 1954, as amended. No "Prohibited Transaction" or
"Reportable Event" (as both terms are defined by ERISA) has occurred with
respect to any such plan.

AFFIRMATIVE COVENANTS. Borrower agrees that from the date hereof and until final
payment in full of the Obligations, unless Bank shall otherwise consent in
writing, Borrower will: Business Continuity. Conduct its business in
substantially the same manner and locations as such business is now and has
previously been conducted. Maintain Properties. Maintain, preserve and keep its
property in good repair, working order and condition, making all needed
replacements, additions and improvements thereto, to the extent allowed by this
Agreement. Access to Books and Records. Allow Bank, or its agents, during normal
business hours and upon prior advance written notice, access to the books,
records and such other documents of Borrower as Bank shall reasonably require,
and allow Bank to make copies thereof at Bank's expense. Insurance. Maintain
adequate insurance coverage with respect to its properties and business against
loss or damage of the kinds and in the amounts customarily insured against by
companies of establiHed reputation engaged in the same or similar businesses
including, without limitation, commercial general liability insurance, workers
compensation insurance, and business interruption insurance; all acquired in
such amounts and from such companies as Bank may reasonably require. Notice of
Default and Other Notices. (a) Notice of Default. Furnish to Bank immediately
upon becoming aware of the existence of any condition or event which constitutes
a Default (as defined in the Loan Documents) or any event which, upon the giving
of notice or lapse of time or both, may become a Default, written notice
specifying the nature and period of existence thereof and the action which
Borrower is taking or proposes to take with respect thereto. (b) Other Notices.
Promptly notify Bank in writing of (i) any material adverse change in its
financial condition or its business; (ii) any default under any material
agreement, contract or other instrument to which it is a party or by which any
of its properties are bound, or any acceleration of the maturity of any
indebtedness owing by Borrower; (iii) any material


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adverse claim against or affecting Borrower or any part of its properties; (iv)
the commencement of, and any material determination in, any litigation with any
third party or any proceeding before any governmental agency or unit affecting
Borrower in a claimed amount in excess of $1,500,000.00; and (v) at least 30
days prior thereto, any change in Borrower's name or address as shown above,
and/or any material change in Borrower's structure. Compliance with Other
Agreements. Comply with all terms and conditions contained in this Agreement,
and any other Loan Documents, and swap agreements, if applicable, as defined in
the 11 U.S.C. ss. 101. Payment of Debts. Pay and discharge when due, and before
subject to penalty or further charge, and otherwise satisfy before maturity or
delinquency, all obligations, debts, taxes, and liabilities of whatever nature
or amount, except those which Borrower in good faith disputes. Reports and
Proxies. Deliver to Bank, promptly, a copy of all financial statements, reports,
notices, and proxy statements, sent by Borrower to stockholders, and all regular
or periodic reports required to be filed by Borrower with any governmental
agency or authority. Other Financial Information. Deliver promptly such other
information regarding the operation, business affairs, and financial condition
of Borrower which Bank may reasonably request. Non-Default Certificate From
Borrower. Deliver to Bank, with the Financial Statements required herein, a
certificate signed by Borrower, if Borrower is an individual, or by a principal
financial officer of Borrower warranting that no "Default as specified in the
Loan Documents nor any event which, upon the giving of notice or lapse of time
or both, would constitute such a Default, has occurred. Estoppel Certificate.
Furnish, within 15 days after request by Bank, a written statement duly
acknowledged of the amount due under the Loan and whether offsets or defenses
exist against the Obligations.

Negative Covenants. Borrower agrees that from the date of this Agreement and
until final payment in full of the Obligations, unless Bank shall otherwise
consent in writing, Borrower will not: Default on Other Contracts or
Obligations. Default on any material contract with or obligation when due to a
third party or default in the performance of any obligation to a third party
incurred for money borrowed. Judgment Entered. Permit the entry of any monetary
judgment or the assessment against, the filing of any tax lien against, or the
issuance of any writ of garnishment or attachment against any property of or
debts due Borrower. Government Intervention. Permit the assertion or making of
any seizure, vesting or intervention by or under authority of any government by
which the management of Borrower or any guarantor is displaced of its authority
in the conduct of its respective business or its such business is curtailed or
materially impaired. Prepayment of Other Debt. Retire any long-term debt entered
into prior to the date of this Agreement in advance of its legal obligation to
do so. Retire or Repurchase Capital Stock. Retire or otherwise acquire any of
its capital stock, except as permitted by waiver letter from Bank to Borrower
dated as of May 13, 1999 authorizing the repurchase of up to two million shares
of capital stock under Borrower's existing share repurchase program.

Financial Covenants. Borrower, on a consolidated Basis, agrees to the following
provisions from the date hereof until final payment in full of the Obligations,
unless Bank shall otherwise consent in writing: Adjusted Tangible Net Worth.
Borrower shall at all times, maintain an Adjustable Net Worth of at least
$165,000,000.00. "Adjustable Tangible Net Worth" shall mean the total assists
minus the total liabilities. For purposes of this computation, the aggregate
amount of any intangible assets of Borrower including , without limitation,
goodwill, franchises, licenses, patents, trademarks, trade names, copyrights,
service marks, and brand names, shall be subtracted from total assets, and total
liabilities shall exclude debt subordinated to Bank. Adjusted Total Liabilities
to Adjusted Tangible Net Worth Ratio. Borrower shall, at all times, maintain a
ratio of Adjusted Total Liabilities to Adjusted Tangible Net Worth of not more
than 2.00 to 1.00. For purposes of this computation, "Adjusted Total
Liabilities" shall mean the sum of total liabilities, including capitalized
leases and all reserves for deferred taxes and other deferred sums appearing on
the liabilities side of the balance Sheets, in accordance with generally
accepted accounting principles applied on a consistent basis, excluding debt
subordinated to the Bank. Liquidity Requirement. Borrower shall, at all times,
maintain unrestricted cash and unencumbered timeshare receivables of not less
than $20,000,000.00. Deposit Relationship. Borrower shall maintain its primary
depository account with Bank. Compliance Certificate. Borrower shall furnish
Bank with a quarterly covenant compliance certificate demonstrating Borrower's
compliance with the above Financial Covenants.


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Annual Financial Statements. Borrower shall deliver to Bank, within 90 days
after the close of each fiscal year, audited financial statements reflecting its
operations during such fiscal year, including, without limitation, a balance
Sheets, profit and loss statement and statement of cash flows, with supporting
schedules; all on a consolidated and consolidating basis and in reasonable
detail, prepared in conformity with generally accepted accounting principles,
applied on a basis consistent with that of the preceding year. All such
statements shall be compiled by an independent certified public accountant
acceptable to Bank. The opinion of such independent certified public accountant
shall not be acceptable to Bank if qualified due to any limitations in scope
imposed by Borrower or its Subsidiaries, if any. Any other qualification of the
opinion by the accountant shall render the acceptability of the financial
statements subject to Bank's approval.

Periodic Financial Statements. Borrower shall deliver to Bank unaudited
management-prepared quarterly financial statements including, without
limitation, a balance Sheets, profit and loss statement and statement of cash
flows, with supporting schedules, as soon as available and in any event within
45 days after the close of each such period; all in reasonable detail and
prepared in conformity with generally accepted accounting principles, applied on
a basis consistent with that of the preceding year. Such statements shall be
certified as to their correctness by a principal financial officer of Borrower
and in each case, if audited statements are required, subject to audit and
year-end adjustments.

Attorneys' Fees. Borrower shall pay all of Bank's reasonable expenses incurred
to enforce or collect any of the Advances, including, without limitation,
reasonable arbitration, attorneys' and experts' fees and expenses, whether
incurred without the commencement of a suit, in any trial, arbitration, or
administrative proceeding, or in any appellate or bankruptcy proceeding.

Waivers. Borrower hereby waives presentment, protest, notice of dishonor, demand
for payment, notice of intention to accelerate maturity, notice of acceleration
of maturity, notice of sale and all other notices of any kind whatsoever. Any
failure by Bank to exercise any right hereunder shall not be construed as a
waiver of the right to exercise the same or any other right at any time.

Amendment and Severability. No amendment to or modification of this Agreement
shall be binding upon Bank unless in writing and signed by it. If any provision
of this Agreement shall be prohibited or invalid under applicable law, such
provision shall be ineffective but only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.

Miscellaneous. This Agreement is fully assignable by Bank and all rights of Bank
thereunder shall inure to the benefit of its successors and assigns. This
Agreement shall be binding upon Borrower and its successors and assigns. The
captions contained in this Agreement are inserted for convenience only and shall
not affect the meaning or interpretation of the Agreement. This Agreement shall
be governed by and interpreted in accordance with the laws of the state where
Bank's office as shown herein is located, without regard to that state's
conflict of laws principles.

Notices. Any notices to Borrower shall be sufficiently given, if in writing and
mailed or delivered to the Borrower's address shown above (attention Borrower's
Corporate General Counsel) or such other address as provided hereunder, and to
Bank, if in writing and mailed or delivered to Bank's office address shown above
or such other address as Bank may specify in writing from time to time. In the
event that Borrower changes Borrower's address at any time prior to the date the
Obligations are paid in full, Borrower agrees to promptly give written notice of
said change of address by registered or certified mail, return receipt
requested, all charges prepaid.

Conditions Precedent. All advances under the Note are subject to the following
conditions precedent: (a) Non-Default. Borrower shall be in compliance with all
of the terms and conditions set forth herein and an Event of Default as
specified herein, or an event which upon notice or lapse of time or both would
constitute such an Event of Default, shall not have occurred or be continuing at
the time of such Advance. (b) Borrowing Resolution. Bank shall have received all
certified resolutions authorizing borrowings by Borrower under this Agreement.
(c) Financial Information and Documents. Borrower shall deliver to


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Bank such information and documents as Bank may request from time to time,
including without limitation, financial statements, information pertaining to
Borrower's financial condition and additional supporting documents. (d)
Purchase/Warehousing Facility. Borrower shall provide evidence to Bank regarding
availability under its then existing purchase/warehousing facility in an amount
not less than that requested advance plus the then outstanding balance of the
Loan. (e) Certificates of Good Standing. Borrower shall have delivered a
Certificate of Good Standing for each Borrower (all dated within thirty days of
the date of this Agreement) issued by the respective Secretary of State.

Amended and Restated Loan Agreement. This Second Amended and Restated Loan
Agreement, amends, replaces and supercedes in its entirety that certain Amended
and Restated Loan Agreement dated as of December 31, 2001, executed by Borrower
in favor of First Union (the "Original Loan Agreement"). Should there be any
conflict between any of the terms of the Original Loan Agreement, and the terms
of this Agreement, the terms of this Agreement shall control.

ARBITRATION. Upon demand of any party hereto, whether made before or after
institution of any judicial proceeding, any claim or controversy arising out of
or relating to this Agreement or any other document executed in connection
herewith between parties hereto (a "Dispute") shall be resolved by binding
arbitration conducted under and governed by the Commercial Financial Disputes
Arbitration Rules (the "Arbitration Rules") of the American Arbitration
Association (the "AAA") and the Federal Arbitration Act. Disputes may include,
without limitation, tort claims, counterclaims, a dispute as to whether a matter
is subject to arbitration, claims brought as class actions, or claims arising
from documents executed in the future. A judgment upon the award may be entered
in any court having jurisdiction. Notwithstanding the foregoing, this
arbitration provision does not apply to disputes under or related to swap
agreements. Special Rules. All arbitration hearings shall be conducted in
Broward County, Florida. A hearing shall begin within 90 days of demand for
arbitration and all hearings shall conclude within 120 days of demand for
arbitration. These time limitations may not be extended unless a party shows
cause for extension and then for no more than a total of 60 days. The expedited
procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be
applicable to claims of less than $1,000,000.00. Arbitrators shall be licensed
attorneys selected from the Commercial Financial Dispute Arbitration Panel of
the AAA. The parties do not waive applicable Federal or state substantive law
except as provided herein. Preservation and Limitation of Remedies.
Notwithstanding the preceding binding arbitration provisions, the parties agree
to preserve, without diminution, certain remedies that any party may exercise
before or after an arbitration proceeding is brought. The parties shall have the
right to proceed in any court of proper jurisdiction or by self-help to exercise
or prosecute the following remedies, as applicable: (i) all rights to foreclose
against any real or personal property or other security by exercising a power of
sale or under applicable law by judicial foreclosure including a proceeding to
confirm the sale; (ii) all rights of self-help including peaceful occupation of
real property and collection of rents, set-off, and peaceful possession of
personal property; (iii) obtaining provisional or ancillary remedies including
injunctive relief, sequestration, garnishment, attachment, appointment of
receiver and filing an involuntary bankruptcy proceeding; and (iv) when
applicable, a judgment by confession of judgment. Any claim or controversy with
regard to any party's entitlement to such remedies is a Dispute. Waiver of
Exemplary Damages. The parties agree that they shall not have a remedy of
punitive or exemplary damages against other parties in any Dispute and hereby
waive any right or claim to punitive or exemplary damages they have now or which
may arise in the future in connection with any Dispute whether the Dispute is
resolved by arbitration or judicially. Waiver of Jury Trial. THE PARTIES
ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE IRREVOCABLY WAIVED
ANY RIGHT THEY MAY HAVE TO JURY TRIAL WITH REGARD TO A DISPUTE.

                     [EXECUTIONS COMMENCE ON FOLLOWING PAGE]


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The parties hereto have duly executed this instrument as of the date stated
above

                              Bluegreen Corporation, a Massachusetts corporation

CORPORATE                     By: /S/ JOHN F. CHISTE
SEAL                              ------------------------------------------
                                  John F. Chiste, Treasurer
                                  Taxpayer Identification Number: 03-0300793

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ___ day of December,
2002, by John Chiste, as Treasurer of Bluegreen Corporation, a Massachusetts
corporation, on behalf of the corporation. He is personally known to me or has
produced a driver's license, passport or military identification, or other form
of identification and did not take an oath.

Print or Stamp Name: _________________________
Notary Public, State of _____________ at Large
Commission No.: ______________________________
My Commission Expires: _______________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                              Bluegreen Resorts Management, Inc., a Delaware
                              corporation f/k/a  RDI Resort Services Corporation

CORPORATE                     By: /S/ JOHN F. CHISTE
SEAL                              ------------------------------------------
                                  John F. Chiste, Vice President
                                  Taxpayer Identification Number: 65-0520217

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ___ day of December,
2002, by John Chiste, as Vice President of Bluegreen Resorts Management, Inc., a
Delaware corporation, on behalf of the corporation. He is personally known to me
or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of ____________ at Large
Commission No.: _____________________________
My Commission Expires: ______________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                     Page 9
<PAGE>

                                  Bluegreen Vacations Unlimited, Inc., a
                                  Florida corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 65-0433722

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this _____ day of December,
2002, by John Chiste, as Treasurer of Bluegreen Vacations Unlimited, Inc., a
Florida corporation, on behalf of the corporation. He is personally known to me
or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________
My Commission Expires: _____________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                               Bluegreen Holding Corporation  (Texas), a
                               Delaware corporation

CORPORATE                      By: /S/ JOHN F. CHISTE
SEAL                               ------------------------------------------
                                   John F. Chiste, Treasurer
                                   Taxpayer Identification Number: 65-0796382

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this _____ day of December,
2002, by John Chiste, as Treasurer of Bluegreen Holding Corporation (Texas), a
Delaware corporation, on behalf of the corporation. He is personally known to me
or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________
My Commission Expires: _____________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 10
<PAGE>

                                  Properties of the Southwest One, Inc., a
                                  Delaware corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 03-0315835

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ____ day of December,
2002, by John Chiste, as Treasurer of Properties of the Southwest One, Inc., a
Delaware corporation , on behalf of the corporation. He is personally known to
me or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of ____________ at Large
Commission No.: _____________________________
My Commission Expires: ______________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                                  Bluegreen Southwest One, L.P., a Delaware
                                  limited partnership

                              By: Bluegreen Southwest Land, Inc., a Delaware
                                  corporation, Its General Partner

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 65-0796380

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ____ day of December,
2002, by John Chiste, as Treasurer of Bluegreen Southwest Land, Inc. a Delaware
corporation, the General Partner of Bluegreen Southwest One, L.P., a Delaware
limited partnership, on behalf of the limited partnership. He is personally
known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of ____________ at Large
Commission No.: _____________________________
My Commission Expires: ______________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 11
<PAGE>

                                  Bluegreen Asset Management Corporation, a
                                  Delaware corporation, successor by merger to
                                  Bluegreen Corporation of Montana

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 03-0325365

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this _____day of December,
2002, by John Chiste, as Treasurer of Bluegreen Asset Management Corporation, a
Delaware corporation, on behalf of the corporation. He is personally known to me
or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________
My Commission Expires: _____________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                            Bluegreen Carolina Lands, LLC, a Delaware
                            limited liability company

                            By: Bluegreen Corporation, a Massachusetts
                                corporation, its Managing Member

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 65-0941345

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ____ day of December ,
2002, by John Chiste, as Treasurer of Bluegreen Corporation, a Massachusetts
corporation, the Managing Member of Bluegreen Carolina Lands, LLC, a Delaware
limited liability company, on behalf of the limited liability company and
corporation. He is personally known to me or has produced a driver's license,
passport or military identification, or other form of identification and did not
take an oath.

Print or Stamp Name: ________________________
Notary Public, State of ____________ at Large
Commission No.: _____________________________
My Commission Expires: ______________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 12
<PAGE>

                                  Bluegreen Corporation of Tennessee, a
                                  Delaware corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 03-0316460

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this _____ day of December,
2002, by John Chiste, as Treasurer of Bluegreen Corporation of Tennessee, a
Delaware corporation, on behalf of the corporation. He is personally known to me
or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of ____________ at Large
Commission No.: _____________________________
My Commission Expires: ______________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                                  Bluegreen Corporation of the Rockies, a
                                  Delaware corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 65-0349373

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ______ day of December,
2002, by John Chiste, as Treasurer of Bluegreen Corporation of the Rockies, a
Delaware corporation, on behalf of the corporation. He is personally known to me
or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of ____________ at Large
Commission No.: _____________________________
My Commission Expires: ______________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 13
<PAGE>

                                  Bluegreen Properties of Virginia, Inc., a
                                  Delaware corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 52-1752664

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this _______ day of
December, 2002, by John Chiste, as Treasurer of Bluegreen Properties of
Virginia, Inc., a Delaware corporation, on behalf of the corporation. He is
personally known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________
My Commission Expires: _____________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                                  Bluegreen Resorts International, Inc., a
                                  Delaware corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Vice President
                                      Taxpayer Identification Number: 65-0803615

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ____ day of December,
2002, by John Chiste, as Vice President of Bluegreen Resorts International,
Inc., a Delaware corporation, on behalf of the corporation. He is personally
known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________
My Commission Expires: _____________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 14
<PAGE>

                                  Carolina National Golf Club, Inc., a North
                                  Carolina corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 62-1667685

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this _____ day of December,
2002, by John Chiste, as Treasurer of Carolina National Golf Club, Inc., a North
Carolina corporation, on behalf of the corporation. He is personally known to me
or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________
My Commission Expires: _____________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                                  Leisure Capital Corporation, a Vermont
                                  corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 03-0327285

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ____ day of December,
2002, by John Chiste, as Treasurer of Leisure Capital Corporation, a Vermont
corporation, on behalf of the corporation. He is personally known to me or has
produced a driver's license, passport or military identification, or other form
of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of ____________ at Large
Commission No.: _____________________________
My Commission Expires: ______________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 15
<PAGE>

                                  Bluegreen West Corporation, a Delaware
                                  corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 59-3300205

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this _______ day of
December, 2002, by John Chiste, as Treasurer of Bluegreen West Corporation, a
Delaware corporation, on behalf of the corporation. He is personally known to me
or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________
My Commission Expires: _____________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                              BG/RDI Acquisition Corp.,  a Delaware corporation

CORPORATE                     By: /S/ JOHN F. CHISTE
SEAL                              ----------------------------------------------
                                  John F. Chiste, Treasurer
                                  Taxpayer Identification Number: 65-0776572

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this _____ day of December ,
2002, by John Chiste, as Treasurer of BG/RDI Acquisition Corp., a Delaware
corporation, on behalf of the corporation. He is personally known to me or has
produced a driver's license, passport or military identification, or other form
of identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________
My Commission Expires: _____________________

                    [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 16
<PAGE>

                                  Bluegreen Corporation Great Lakes (WI), a
                                  Wisconsin corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 36-3520208

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ___ day of December,
2002, by John Chiste, as Treasurer of Bluegreen Corporation Great Lakes (WI), a
Wisconsin corporation, on behalf of the corporation. He is personally known to
me or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of ____________ at Large
Commission No.: _____________________________
My Commission Expires: ______________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                                 Bluegreen Corporation of Canada, a
                                 Delaware corporation

CORPORATE                        By: /S/ JOHN F. CHISTE
SEAL                                 -------------------------------------------
                                     John F. Chiste, Treasurer
                                     Taxpayer Identification Number: 03- 0311034

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ____ day of December,
2002, by John Chiste, as Treasurer of Bluegreen Corporation of Canada, a
Delaware corporation, on behalf of the corporation. He is personally known to me
or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of ____________ at Large
Commission No.: _____________________________
My Commission Expires: ______________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 17
<PAGE>

                                    Bluegreen Golf Clubs, Inc., a Delaware
                                    corporation

CORPORATE                           By: /S/ JOHN F. CHISTE
SEAL                                    ---------------------------------
                                        John F. Chiste, Treasurer
                                        Identification Number: 65-0912659

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ________ day of
December, 2002, by John Chiste, as Treasurer of Bluegreen Golf Clubs, Inc., a
Delaware corporation, on behalf of the corporation. He is personally known to me
or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of ____________ at Large
Commission No.: _____________________________
My Commission Expires: ______________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                          Bluegreen Interiors, LLC, a Delaware
                          limited liability company

                          By: Bluegreen Vacations Unlimited, Inc., a
                              Florida corporation, its Managing
                              Member

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 65-0929952

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this _____ day of December,
2002, by John Chiste, as Treasurer of Bluegreen Vacations Unlimited, Inc., a
Florida corporation, the Managing Member of Bluegreen Interiors, LLC, a Delaware
limited liability company, on behalf of the limited liability company and
corporation. He is personally known to me or has produced a driver's license,
passport or military identification, or other form of identification and did not
take an oath.

Print or Stamp Name: ________________________
Notary Public, State of ____________ at Large
Commission No.: _____________________________
My Commission Expires: ______________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 18
<PAGE>

                                  Bluegreen Southwest Land, Inc., a Delaware
                                  corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 65-0912249

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this __ day of December,
2002, by John Chiste, as Treasurer of Bluegreen Southwest Land, Inc., a Delaware
corporation, on behalf of the corporation. He is personally known to me or has
produced a driver's license, passport or military identification, or other form
of identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________
My Commission Expires: _____________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                                  New England Advertising Corp., a Vermont
                                  corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Tresurer
                                      Taxpayer Identification Number: 03-0295158

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ____ day of December,
2002, by John Chiste, as Treasurer of New England Advertising Corp., a Vermont
corporation, on behalf of the corporation. He is personally known to me or has
produced a driver's license, passport or military identification, or other form
of identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________
My Commission Expires: _____________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 19
<PAGE>

                                  South Florida Aviation, Inc., a Florida
                                  corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 65-0341038

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ____ day of December,
2002, by John Chiste, as Treasurer of South Florida Aviation, Inc., a Florida
corporation, on behalf of the corporation. He is personally known to me or has
produced a driver's license, passport or military identification, or other form
of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of ____________ at Large
Commission No.: _____________________________
My Commission Expires: ______________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                                 Winding River Realty, Inc., a North
                                 Carolina corporation

CORPORATE                        By: /S/ JOHN F. CHISTE
SEAL                                 -------------------------------------------
                                     John F. Chiste, Treasurer
                                     Taxpayer Identification Number: 56-20955309

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ___ day of December,
2002, by John Chiste, as Treasurer of Winding River Realty, Inc., a North
Carolina corporation, on behalf of the corporation. He is personally known to me
or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of ____________ at Large
Commission No.: _____________________________
My Commission Expires: ______________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 20
<PAGE>

                                  Jordan Lake Preserve Corporation, a North
                                  Carolina corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 65-1038536

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ___ day of December,
2002, by John Chiste, as Treasurer of Jordan Lake Preserve Corporation, a North
Carolina corporation, on behalf of the corporation. He is personally known to me
or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________
My Commission Expires: _____________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                                  Leisure Communication Network, Inc., a
                                  Delaware corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 65-1049209

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ___ day of December,
2002, by John Chiste, as Treasurer of Leisure Communication Network, Inc., a
Delaware corporation, on behalf of the corporation. He is personally known to me
or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of ____________at Large
Commission No.: ____________________________
My Commission Expires: _____________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 21
<PAGE>

                                  Managed Assets Corporation, a Delaware
                                  corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 65-1079961

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ___ day of December,
2002, by John Chiste, as Treasurer of Managed Assets Corporation, a Delaware
corporation, on behalf of the corporation. He is personally known to me or has
produced a driver's license, passport or military identification, or other form
of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of ____________ at Large
Commission No.: _____________________________

                    [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                                  travelheads, inc., a Florida corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Vice President
                                      Taxpayer Identification Number: 65-1129982

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ___ day of December,
2002, by John Chiste, as Vice President of travelheads, inc., a Florida
corporation, on behalf of the corporation. He is personally known to me or has
produced a driver's license, passport or military identification, or other form
of identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 22
<PAGE>

                                  Encore Rewards, Inc., a Delaware corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Vice President
                                      Taxpayer Identification Number: 65-1138973

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ___ day of December,
2002, by John Chiste, as Vice President of Encore Rewards, Inc., a Delaware
corporation, on behalf of the corporation. He is personally known to me or has
produced a driver's license, passport or military identification, or other form
of identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                                  Leisurepath, Inc., a Florida corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Vice President
                                      Taxpayer Identification Number: 03-0407452

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ___ day of December,
2002, by John Chiste, as Vice President of Leisurepath, Inc., a Florida
corporation, on behalf of the corporation. He is personally known to me or has
produced a driver's license, passport or military identification, or other form
of identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 23
<PAGE>

                                  BXG Realty, Inc., a Delaware corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 04-3693479

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ___ day of December,
2002, by John Chiste, as Treasurer of BXG Realty, Inc., a Delaware corporation,
on behalf of the corporation. He is personally known to me or has produced a
driver's license, passport or military identification, or other form of
identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                                 Mystic Shores Realty, Inc., a Texas corporation

CORPORATE                        By: /S/ JOHN F. CHISTE
SEAL                                 ------------------------------------------
                                     John F. Chiste, Treasurer
                                     Taxpayer Identification Number: 04-3678944

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ___ day of December,
2002, by John Chiste, as Treasurer of Mystic Shores Realty, Inc., a Texas
corporation, on behalf of the corporation. He is personally known to me or has
produced a driver's license, passport or military identification, or other form
of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of ____________ at Large
Commission No.: _____________________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 24
<PAGE>

                                 Brickshire Realty, Inc., a Virginia corporation

CORPORATE                        By: /S/ JOHN F. CHISTE
SEAL                                 -------------------------------------------
                                     John F. Chiste, Treasurer
                                     Taxpayer Identification Number: 01-0706966

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ___ day of December,
2002, by John Chiste, as Treasurer of Brickshire Realty, Inc., a Virginia
corporation, on behalf of the corporation. He is personally known to me or has
produced a driver's license, passport or military identification, or other form
of identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                          Catawba Falls, LLC, a North Carolina
                          limited liability company

                          By: Bluegreen Corporation, a Massachusetts
                                 corporation, its Managing Member

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 03-0466014

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ___ day of December,
2002, by John Chiste, as Treasurer of Bluegreen Corporation, a Massachusetts
corporation, the Managing Member of Catawba Falls, LLC, a North Carolina limited
liability company, on behalf of the company and corporation. He is personally
known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of ____________ at Large
Commission No.: _____________________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 25
<PAGE>

                                  Preserve at Jordan Lake Realty, Inc., a
                                  North Carolina corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 06-1638828

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ___ day of December,
2002, by John Chiste, as Treasurer of Preserve at Jordan Lake Realty, Inc., a
North Carolina corporation, on behalf of the corporation. He is personally known
to me or has produced a driver's license, passport or military identification,
or other form of identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                                  Bluegreen Purchasing & Design, Inc., a
                                  Florida corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 54-2064090

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ___ day of December,
2002, by John Chiste, as Treasurer of Bluegreen Purchasing & Design, Inc., a
Florida corporation, on behalf of the corporation. He is personally known to me
or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of ____________ at Large
Commission No.: _____________________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 26
<PAGE>

                                 Great Vacation Destinations, Inc., a Florida
                                 corporation

CORPORATE                        By: /S/ JOHN F. CHISTE
SEAL                                 ------------------------------------------
                                     John F. Chiste, Treasurer
                                     Taxpayer Identification Number: 51-0420655

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ___ day of December,
2002, by John Chiste, as Treasurer of Great Vacation Destinations, Inc., a
Florida corporation, on behalf of the corporation. He is personally known to me
or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________

                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                                  Lake Ridge Realty, Inc., a Texas corporation

CORPORATE                         By: /S/ JOHN F. CHISTE
SEAL                                  ------------------------------------------
                                      John F. Chiste, Treasurer
                                      Taxpayer Identification Number: 55-0794661

State of ____________ )
                      ) SS:
County of ___________ )

The foregoing instrument was acknowledged before me this ___ day of December,
2002, by John Chiste, as Treasurer of Lake Ridge Realty, Inc., a Texas
corporation, on behalf of the corporation. He is personally known to me or has
produced a driver's license, passport or military identification, or other form
of identification and did not take an oath.

Print or Stamp Name: _______________________
Notary Public, State of ____________at Large
Commission No.: ____________________________


                                    Page 27