EXECUTION COPY

                                  $170,176,000
                        BXG RECEIVABLES NOTE TRUST 2002-A
     $86,899,000 4.580% Timeshare Loan-Backed Notes, Series 2002-A, Class A
     $21,724,000 4.740% Timeshare Loan-Backed Notes, Series 2002-A, Class B
     $23,535,000 5.735% Timeshare Loan-Backed Notes, Series 2002-A, Class C
     $38,018,000 7.750% Timeshare Loan-Backed Notes, Series 2002-A, Class D

                             NOTE PURCHASE AGREEMENT

                                                                December 3, 2002

ING FINANCIAL MARKETS LLC
1325 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019

Ladies and Gentlemen:

          Section 1. Introductory. BXG Receivables Note Trust 2002-A (the
"Issuer"), a Delaware business trust, proposes, subject to the terms and
conditions stated herein, to issue and sell to ING Financial Markets LLC, as
initial purchaser (the "Initial Purchaser") its Timeshare Loan-Backed Notes,
Series 2002-A, Class A, Class B, Class C and Class D (collectively, the "Notes")
in the Initial Note Balances set forth in Exhibit A attached hereto, to be
issued under an indenture, dated as of November 15, 2002 (the "Indenture"), by
and among the Issuer, Bluegreen Corporation ("Bluegreen"), as servicer (the
"Servicer"), Vacation Trust, Inc., as club trustee, Concord Servicing
Corporation, as backup servicer, and U.S. Bank National Association, as
indenture trustee (the "Indenture Trustee") and as custodian (the "Custodian").
The Securities Act of 1933, as amended, is herein referred to as the "Securities
Act". Capitalized terms used herein but not otherwise defined shall have the
meanings set forth in the "Standard Definitions" attached as Annex A to the
Indenture.

          Section 2. Representations and Warranties of the Issuer and Bluegreen.
Each of Bluegreen and the Issuer jointly and severally represent and warrant to
the Initial Purchaser, as of the Closing Date, that:

          (a) A preliminary offering circular and an offering circular relating
to the Notes to be offered by the Initial Purchaser have been prepared by the
Issuer. Such preliminary offering circular (the "Preliminary Offering Circular")
and offering circular (the "Offering Circular"), as amended or supplemented by
any additional written information and documents concerning the Notes delivered
by or on behalf of the Issuer to prospective purchasers are hereinafter
collectively referred to as the "Offering Document". On the date of this
Agreement and the Closing Date, the Offering Document does not include, or will
not include, as the case may be, any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading. The
preceding sentence does not apply to statements in or omissions from
<PAGE>

the Offering Document based upon written information furnished to the Issuer by
the Initial Purchaser specifically for use therein, it being understood and
agreed that the only such information is that described as such in Section 7(b)
hereof.

          (b) The Issuer is a business trust duly formed, validly existing and
in good standing under the laws of the State of Delaware, with power and
authority (corporate and other) to own its properties and conduct its business
as described in the Offering Document; and the Issuer is duly qualified to do
business as a foreign entity in good standing in all other jurisdictions in
which its ownership or lease of property or the conduct of its business requires
such qualification, and in which the failure to be so qualified would have a
Material Adverse Effect (as defined below) in relation to the Issuer. As used
herein, "Material Adverse Effect" shall mean, with respect to any Person, a
material adverse effect on the condition (financial or otherwise), business,
properties or results of operations of such Person.

          (c) Bluegreen is a corporation duly formed, validly existing and in
good standing under the laws of the State of Massachusetts, with power and
authority (corporate and other) to own its properties and conduct its business
as described in the Offering Document; and Bluegreen is duly qualified to do
business as a foreign corporation in good standing in all other jurisdictions in
which its ownership or lease of property or the conduct of its business requires
such qualification, and in which the failure to be so qualified would have a
Material Adverse Effect with respect to Bluegreen.

          (d) The Indenture has been duly authorized and on the Closing Date,
the Indenture will have been duly executed and delivered, will conform to the
description thereof contained in the Offering Document and will constitute, a
valid and legally binding agreement of the Issuer, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.

          (e) The Notes have been duly authorized; and when the Notes are
delivered, paid for, and authenticated pursuant to this Agreement on the Closing
Date, such Notes will have been duly executed, authenticated, issued and
delivered and will conform to the description thereof contained in the Offering
Document; will constitute valid and legally binding obligations of the Issuer,
enforceable against the Issuer in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.

          (f) Assuming (i) that the Initial Purchaser's representations and
warranties in Section 4 hereof are true, and (ii) compliance by the Initial
Purchaser with the covenants set forth herein, no consent, approval,
authorization, or order of, or filing with, any governmental agency or body or
any court is required for the consummation of the transactions contemplated by
the Transaction Documents and in connection with the issuance and sale of the
Notes by the Issuer, other than (i) as may required under the securities or blue
sky laws of the various jurisdictions in which the Notes are being offered by
the Initial Purchaser and (ii) as have been made or obtained on or prior to the
Closing Date (or, if not required to be made or obtained on or prior to the
Closing Date, that will be made or obtained when required).
<PAGE>

          (g) The execution, delivery and performance of each of the Transaction
Documents and the issuance and sale of the Notes and compliance with the terms
and provisions thereof will not result in a breach or violation of any of the
terms and provisions of, or constitute a default under, (i) any statute, any
rule, regulation or order of any governmental agency or body or any court,
domestic or foreign, having jurisdiction over the Issuer, Bluegreen or any of
their Affiliates or any of their properties, (ii) any agreement or instrument to
which the Issuer, Bluegreen or any of their Affiliates is a party or by which
the Issuer, Bluegreen or any of their Affiliates is bound or to which any of the
properties of the Issuer, Bluegreen or any of their Affiliates is subject, or
(iii) the organizational documents of the Issuer, Bluegreen or any of their
Affiliates and the Issuer has full power and authority to authorize, issue and
sell the Notes as contemplated by this Agreement, except in the cases of clauses
(i) and (ii), such breaches, violations or defaults that in the aggregate would
not have a Material Adverse Effect on the Issuer, Bluegreen or any of their
Affiliates.

          (h) This Agreement and each other Transaction Document to which the
Issuer is a party have each been duly authorized, executed and delivered by the
Issuer. This Agreement and the other Transaction Documents to which Bluegreen is
a party have each been duly authorized, executed and delivered by Bluegreen.

          (i) The Issuer has good and marketable title to all real properties
and all other properties and assets owned by it, in each case free from liens,
encumbrances and defects that would materially affect the value thereof or
materially interfere with the use made or to be made thereof by it other than
liens and encumbrances pursuant to the Transaction Documents; and except as
disclosed in the Offering Document, Bluegreen holds any leased real or personal
property under valid and enforceable leases with no exceptions that would
materially interfere with the use made or to be made thereof by it.

          (j) The Issuer possesses adequate certificates, authorities or permits
issued by appropriate governmental agencies or bodies necessary to conduct the
business now operated by it and has not received any notice of proceedings
relating to the revocation or modification of any such certificate, authority or
permit that, if determined adversely to the Issuer, would individually or in the
aggregate have a Material Adverse Effect.

          (k) Except as disclosed in the Offering Document, there are no pending
actions, suits or proceedings against or affecting the Issuer, Bluegreen or any
of their Affiliates or any of their respective properties that, if determined
adversely to the Issuer, would individually or in the aggregate have a Material
Adverse Effect on the Issuer, Bluegreen or any of their Affiliates, or would
materially and adversely affect the ability of the Issuer, Bluegreen or any of
their Affiliates to perform its obligations under any of the Transaction
Documents to which it is a party, or which are otherwise material in the context
of the sale of the Notes; and, to the Issuer's knowledge, no such actions, suits
or proceedings are threatened or, contemplated.

          (l) The Issuer is not an open-end investment company, unit investment
trust or face-amount certificate company that is or is required to be registered
under Section 8 of the United States Investment Company Act of 1940 (the
"Investment Company Act") ; and the Issuer is not and, after giving effect to
the offering and sale of the Notes and the application of


                                        3
<PAGE>

the proceeds thereof as described in the Offering Document, will not be an
"investment company" as defined in the Investment Company Act.

          (m) No securities of the same class (within the meaning of Rule
144A(d)(3) under the Securities Act) as the Notes are listed on any national
securities exchange registered under Section 6 of the United States Securities
Exchange Act of 1934 ("Exchange Act").

          (n) Assuming (i) that the Initial Purchaser's representations and
warranties in Section 4 hereof are true and (ii) compliance by the Initial
Purchaser with the covenants set forth herein, the offer and sale of the Notes
to the Initial Purchaser in the manner contemplated by this Agreement will be
exempt from the registration requirements of the Securities Act by reason of
Section 4(2) thereof and it is not necessary to qualify an indenture in respect
of the Notes under the United States Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act").

          (o) The Issuer has not entered and will not enter into any contractual
arrangement with respect to the distribution of the Notes except for this
Agreement.

          (p) Upon execution and delivery of the Transaction Documents, the
Issuer will have acquired all right, title and interest in and to the Timeshare
Loans free and clear of all liens other than liens under the Transaction
Documents.

          (q) Upon the execution and delivery of the Transaction Documents, the
Issuer will have the power and authority to pledge the Timeshare Loans to the
Indenture Trustee on behalf of the Noteholders.

          (r) Each of the representations and warranties of the Issuer and
Bluegreen set forth in each of the Transaction Documents to which it is a party
is true and correct in all material respects.

          (s) Any taxes, fees and other governmental charges in connection with
the execution and delivery of the Transaction Documents or the execution,
delivery and sale of the Notes have been or will be paid prior to the Closing
Date.

          Section 3. Purchase, Sale and Delivery of Notes.

          (a) On the basis of the representations, warranties and agreements
herein contained, but subject to the terms and conditions set forth herein, the
Issuer agrees to sell to the Initial Purchaser and the Initial Purchaser agrees,
to purchase from the Issuer the Notes at the respective purchase prices and the
Initial Note Balances set forth in Exhibit A hereto.

          (b) The Issuer will deliver against payment of the aggregate purchase
price for all the Notes, the Notes to be purchased by the Initial Purchaser
hereunder in the form of one permanent global security in definitive form
without interest coupons (the "Global Notes") deposited with the Indenture
Trustee, as custodian for DTC, and registered in the name of Cede & Co., as
nominee for DTC. The Global Notes shall include the legend regarding
restrictions on transfer set forth under "TRANSFER RESTRICTIONS" in the Offering
Circular.


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<PAGE>

          (c) Payment for the Notes shall be made by the Initial Purchaser in
Federal (same day) funds by wire transfer to an account at a bank acceptable to
the Initial Purchaser and designated by the Issuer on December 13, 2002 (or, at
such time not later than seven full Business Days thereafter as the Initial
Purchaser and the Issuer shall determine, the "Closing Date") against delivery
to the Indenture Trustee as custodian for DTC of the Global Notes. The Global
Notes will be made available for inspection at the offices of Baker & McKenzie,
counsel to the Initial Purchaser, at least 24 hours prior to the Closing Date.

          Section 4. Representations of the Initial Purchaser; Resales.

          (a) The Initial Purchaser represents and warrants that it is an
"accredited investor" within the meaning of Regulation D under the Securities
Act.

     The Initial Purchaser acknowledges and agrees that (i) the Notes have not
been registered under the Securities Act or any state securities or blue sky
laws and (ii) it may not and will not offer or sell the Notes to any person
except Persons whom the Initial Purchaser reasonably believes to be a QIB. The
Initial Purchaser represents and agrees that it has offered and sold the Notes,
and will offer and sell the Notes, as part of its distribution at any time, only
in accordance with Rule 144A under the Securities Act, this Agreement and the
Offering Document.

          (b) The Initial Purchaser agrees that it and each of its Affiliates
has not entered and will not enter into any contractual arrangement with respect
to the distribution of the Notes.

          (c) The Initial Purchaser severally agrees that it and each of its
affiliates will not offer or sell the Notes in the United States by means of any
form of general solicitation or general advertising within the meaning of Rule
502(c) under the Securities Act, including, but not limited to (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising. The Initial Purchaser severally agrees,
with respect to resales made in reliance on Rule 144A of any of the Notes, to
deliver either with the confirmation of such resale or otherwise prior to
settlement of such resale a notice to the effect that the resale of such Notes
has been made in reliance upon the exemption from the registration requirements
of the Securities Act provided by Rule 144A.

          (d) One of the following statements is true and correct: (i) the
Initial Purchaser is not an "employee benefit plan" within the meaning of
Section 3(3) of ERISA or a "plan" within the meaning of Section 4975(e)(1) of
the Code (a "Plan") and it is not directly or indirectly acquiring the Notes on
behalf of, as investment manager of, as named fiduciary of, as trustee of, or
with assets of a Plan, or (ii) the proposed acquisition or transfer will qualify
for a statutory or administrative prohibited transaction exemption under ERISA
or Section 4975(c)(1) of the Code for which a statutory or administrative
exception is available.

          (e) The Initial Purchaser understands that the Issuer and Bluegreen,
and for purposes of the opinions to be delivered to the Initial Purchaser
pursuant to Section 6(d) hereof,


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<PAGE>


counsel to the Issuer and/or Bluegreen, will rely upon the accuracy and truth of
the foregoing representations and the Initial Purchaser hereby consents to such
reliance.

          (f) This Agreement has been duly authorized, executed and delivered by
the Initial Purchaser and constitutes a legal, valid and binding agreement
enforceable against the Initial Purchaser in accordance with it terms, subject
to applicable bankruptcy, insolvency, and similar laws affecting creditors'
rights generally, and subject, as to enforceability, to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or
at law).

          (g) The Initial Purchaser agrees to treat and to take no action
inconsistent with the treatment of the Notes as indebtedness of the Issuer.

          Section 5. Certain Covenants of the Issuer. The Issuer agrees with the
Initial Purchaser that:

          (a) The Issuer will advise the Initial Purchaser promptly of any
proposal to amend or supplement the Offering Document and will not effect such
amendment or supplementation without the Initial Purchaser's consent. If, at any
time prior to the completion of the resale of the Notes by the Initial
Purchaser, any event occurs as a result of which the Offering Document as then
amended or supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, the Issuer promptly will notify the Initial Purchaser of such event
and promptly will prepare, at its own expense, an amendment or supplement which
will correct such statement. Neither the consent of the Initial Purchaser to,
nor the Initial Purchaser's delivery to offerees or investors of, any such
amendment or supplement shall constitute a waiver of any of the conditions set
forth in Section 6.

          (b) The Issuer will furnish to the Initial Purchaser copies of the
Offering Document and all amendments and supplements to such documents, in each
case as soon as available and in such quantities as the Initial Purchaser
reasonably requests, and the Issuer will furnish to the Initial Purchaser on the
date hereof three copies of the Offering Document signed by a duly authorized
officer of the Issuer, one of which will include the independent accountants'
reports therein manually signed by such independent accountants. At any time the
Notes are Outstanding, the Issuer will promptly furnish or cause to be furnished
to the Initial Purchaser and, upon request of holders and prospective purchasers
of the Notes, to such holders and purchasers, copies of the information required
to be delivered to holders and prospective purchasers of the Notes pursuant to
Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in
order to permit compliance with Rule 144A in connection with resales by such
holders of the Notes. The Issuer will pay the expenses of printing and
distributing to the Initial Purchaser all such documents.

          (c) During the period of two years after the Closing Date, the Issuer
will not, and will not permit any of its affiliates (as defined in Rule 144
under the Securities Act) to, resell any of the Notes that have been reacquired
by any of them.


                                        6
<PAGE>

          (d) During the period of two years after the Closing Date, the Issuer
shall use its reasonable best efforts to ensure that it will not be or become,
an open-end investment company, unit investment trust or face-amount certificate
company that is or is required to be registered under Section 8 of the
Investment Company Act.

          (e) The Issuer will pay all expenses incidental to the performance of
its obligations under the Transaction Documents including (i) all expenses in
connection with the execution, issue, authentication, packaging and initial
delivery of the Notes, the preparation of the Transaction Documents and the
printing of the Offering Document and amendments and supplements thereto, and
any other document relating to the issuance, offer, sale and delivery of the
Notes; (ii) for any expenses (including reasonable fees and disbursements of
counsel) incurred in connection with qualification of the Notes for sale under
the laws of such jurisdictions in the United States and Canada as the Initial
Purchaser designates and the printing of memoranda relating thereto; (iii) for
any fees charged by investment rating agencies for the rating of the Notes, and
(iv) for expenses incurred in distributing the Offering Document (including any
amendments and supplements thereto) to the Initial Purchaser.

          (f) In connection with the offering, until the Initial Purchaser shall
have notified the Issuer of the completion of the resale of the Notes, neither
the Issuer nor any of its affiliates has or will, either alone or with one or
more other persons, bid for or purchase for any account in which it or any of
its affiliates has a beneficial interest any Notes or attempt to induce any
person to purchase any Notes; and neither it nor any of its affiliates will make
bids or purchases for the purpose of creating actual, or apparent, active
trading in, or of raising the price of, the Notes.

          Section 6. Conditions of the Initial Purchaser's Obligations. The
obligations of the Initial Purchaser to purchase and pay for the Notes on the
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Issuer and Bluegreen herein, the accuracy of the
statements of officers of the Issuer made pursuant to the provisions hereof, to
the performance by the Issuer of its obligations hereunder and to the following
additional conditions precedent:

          (a) The Initial Purchaser shall have received a letter, dated the date
of the Offering Document of Ernst & Young LLP in form and substance satisfactory
to the Initial Purchaser concerning the financial and statistical information
contained in the Offering Document.

          (b) Subsequent to the execution and delivery of this Agreement, there
shall not have occurred (i) a change in U.S. or international financial,
political or economic conditions or currency exchange rates or exchange controls
as would, in the judgment of the Initial Purchaser, be likely to prejudice
materially the success of the proposed issue, sale or distribution of the Notes,
whether in the primary market or in respect of dealings in the secondary market,
or (ii) (A) any change, or any development or event involving a prospective
change, in the condition (financial or other), business, properties or results
of operations of the Issuer or Bluegreen which, in the judgment of the Initial
Purchaser, is material and adverse and makes it impractical or inadvisable to
proceed with completion of the offering or the sale of and payment for the
Notes; (B) any downgrading in the rating of any debt securities of the Issuer or
Bluegreen


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<PAGE>

by any "nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Securities Act), or any public announcement
that any such organization has under surveillance or review its rating of any
debt securities of the Issuer or Bluegreen (other than an announcement with
positive implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (C) any suspension or limitation of trading in
securities generally on the New York Stock Exchange or any setting of minimum
prices for trading on such exchange, or any suspension of trading of any
securities of the Issuer or Bluegreen on any exchange or in the over-the-counter
market; (D) any banking moratorium declared by U.S. Federal or New York
authorities; or (E) any outbreak or escalation of major hostilities in which the
United States is involved, any declaration of war by Congress or any other
substantial national or international calamity or emergency if, in the
reasonable judgment of the Initial Purchaser, the effect of any such outbreak,
escalation, declaration, calamity or emergency makes it impractical or
inadvisable to proceed with completion of the offering or sale of and payment
for the Notes.

          (c) The Notes shall have been duly authorized, executed,
authenticated, delivered and issued, and each of the Transaction Documents shall
have been duly authorized, executed and delivered by the respective parties
thereto and shall be in full force and effect, and all conditions precedent
contained in the Transaction Documents shall have been satisfied or waived.

          (d) The Initial Purchaser shall have received from counsel to each
party to the Transaction Documents, written opinions dated the Closing Date and
in form and substance satisfactory to the Initial Purchaser, covering such
matters as the Initial Purchaser may reasonably request, including but not
limited to the following:

                    (i) Corporate Opinions. An opinion in respect of each party
          to the Transaction Documents that such party has been duly formed,
          existing and in good standing under the laws of its State of
          formation, with all requisite power and authority to own its
          properties and conduct its business.

                    (ii) Legal, Valid, Binding and Enforceable. An opinion in
          respect of each party to the Transaction Documents that each
          Transaction Document to which it is a party has been duly authorized,
          executed and delivered and constitutes the valid and legally binding
          obligations of each party enforceable in accordance with their terms,
          subject to bankruptcy, insolvency, fraudulent transfer,
          reorganization, moratorium and similar laws of general applicability
          relating to or affecting creditors' rights and to general equity
          principles.

                    (iii) Notes. An opinion that the Notes have been duly
          authorized and executed, are in the form contemplated by the Indenture
          and conform in all material respects to the description thereof
          contained in the Offering Document, and when authenticated by the
          Trustee in the manner provided for in the Indenture (assuming the due
          authorization, execution and delivery of the Indenture by the
          Trustee), and delivered against payment of the purchase price
          therefor, constitute valid and legally binding obligations of the
          Issuer enforceable in accordance with their terms, subject to
          bankruptcy,


                                        8
<PAGE>

          insolvency, fraudulent transfer, reorganization, moratorium and
          similar laws of general applicability relating to or affecting
          creditors' rights and to general equity principles.

                    (iv) No Consents Required. An opinion in respect of each
          party to the Transaction Documents that in respect such party, no
          consent, approval, authorization or order of, or filing with, any
          governmental agency or body or any court is required for the
          consummation of the transactions contemplated by the Transaction
          Documents.

                    (v) Litigation. An opinion in respect of each party to the
          Transaction Documents that in respect of such party, there are no
          pending actions, suits or proceedings to which such party, any of its
          subsidiaries or any of their respective properties is a party to or is
          subject to, that, if determined adversely to such party or any of its
          subsidiaries, would individually or in the aggregate have a Material
          Adverse Effect, or would materially and adversely affect the ability
          of such party to perform its obligations under the Transaction
          Documents; and, to the knowledge of the opining party, no such
          actions, suits or proceedings are threatened.

                    (vi) Non-Contravention. An opinion in respect of each party
          to the Transaction Documents that in respect of such party the
          execution, delivery and performance of the Transaction Documents to
          which it is a party will not result in a breach or violation of any of
          the terms and provisions of, or constitute a default under (A) the
          organizational documents of such party, (B) any statute, rule,
          regulation or order of any governmental agency or body or any court
          having jurisdiction over such party or any subsidiary of such party or
          any of their properties, or, (C) to the Knowledge of the opining
          party, any agreement or instrument to which such party is a party or
          by which such party is bound or to which any of the properties of such
          party is subject, or the organizational documents of such party, the
          result of which, in each of the foregoing cases, would have a Material
          Adverse Effect on such party and its subsidiaries, taken as a whole.

                    (vii) Securities Laws. Assuming (i) that the Initial
          Purchaser's representations and warranties in Section 4 hereof are
          true, and (ii) compliance by the Initial Purchaser with the covenants
          set forth herein, an opinion that it is not necessary in connection
          with (i) the offer, sale and delivery of Notes by the Issuer to the
          Initial Purchaser pursuant to this Agreement, or (ii) the resales of
          the Notes by the Initial Purchaser in the manner contemplated by this
          Agreement, to register the Notes under the Securities Act or to
          qualify the Indenture under the Trust Indenture Act.

                    (viii) Investment Company Act. An opinion that the Issuer is
          not and, after giving effect to the offering and sale of the Notes and
          the application of the proceeds as described in the Offering Document,
          will not be an "investment company" as defined in the Investment
          Company Act.


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<PAGE>

                    (ix) Federal Income Tax. An opinion that for U.S. federal
          income tax purposes (a) the Issuer will not be treated as a publicly
          traded partnership or taxable mortgage pool taxable as a corporation,
          and (b) the Notes will be treated as indebtedness of the Issuer.

                    (x) True Sale. A true sale opinion to the effect that in the
          event that the transferor of Timeshare Loans in the Transfer
          Agreements, the Purchase Agreement and the Sale Agreement were to
          become a debtor in a case under the Bankruptcy Code, a court of
          competent jurisdiction would hold that the Timeshare Loans and other
          assets sold to the transferee under the related Transfer Agreement,
          Purchase Agreement and Sale Agreement would not constitute property of
          such transferor's bankruptcy estate.

                    (xi) Non-Consolidation. An opinion to the effect that in the
          event that Bluegreen, the Developer and/or the Club Managing Entity
          were to become a debtor in a case under the Bankruptcy Code, a court
          of competent jurisdiction would not disregard the separate existence
          of the Issuer or the Depositor, so as to order the substantive
          consolidation of the assets and liabilities of (a) the Issuer or the
          Depositor on the one hand and (b) Bluegreen on the other hand.

                    (xii) Security Interests. An opinion to the effect that (i)
          in the event that the transfer of Timeshare Loans from the Depositor
          to the Issuer shall be considered a loan secured by the Timeshare
          Loans, upon execution of the Sale Agreement and upon possession of the
          Mortgage Notes and Finance Agreements in the State of Minnesota and
          the filing of financing statements related thereto, the Issuer will
          have a perfected first priority security interest in the Mortgage
          Notes and other assets which may be perfected by filing, and (ii) upon
          execution of the Indenture and upon possession of the Mortgage Notes
          and Finance Agreements in the State of Minnesota and the filing of
          financing statements related thereto, the Indenture Trustee will have
          a perfected first priority security interest in the Mortgage Notes and
          other assets which may be perfected by filing.

                    (xiii) Local Law. An opinion with respect to each
          jurisdiction in which a Resort is located to the effect that (i) all
          timeshare associations for Resorts in such jurisdiction are duly
          organized, validly existing and in good standing under the laws of
          such jurisdiction, (ii) the manner of offering for sale of and the
          sale of timeshare estates in such Resorts complies with the
          requirements of the applicable governmental authorities in such
          jurisdiction, (iii) the form of purchase contract, obligor notes,
          mortgages (if applicable) are sufficient to create a valid and binding
          obligation of the purchaser, enforceable against such purchaser in
          accordance with its terms, (iv) the timeshare loans are assignable by
          the holder thereof, and (v) the form of assignment of Mortgage, to the
          extent applicable, are proper form for recording in such jurisdiction.

          (e) The Initial Purchaser shall have received a letter from Akerman &
Senterfitt that such counsel has no reason to believe that the Offering Circular
as of the date of


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<PAGE>

the Offering Circular and the Closing Date, contained any untrue statement of a
material fact or omitted to state any material fact necessary to make the
statements therein not misleading; it being understood that such counsel need
express no opinion as to the financial statements or other financial data
contained in the Offering Circular.

          (f) The Initial Purchaser shall have received from each party to the
Transaction Documents such information, certificates and documents as the
Initial Purchaser may reasonably have requested and all proceedings in
connection with the transactions contemplated by this Agreement and all
documents incident hereto shall be in all material respects reasonably
satisfactory in form and substance to the Initial Purchaser.

          (g) The (i) Class A Notes, the Class B Notes, the Class C Notes and
the Class D Notes shall have received a rating of "Aaa", "Aa", "A" and "Baa3",
respectively from Moody's and "AAA", "AA", "A" and "BBB", respectively, from
S&P, and (ii) none of such ratings shall have been rescinded, and no public
announcement shall have been made by either of the Rating Agencies that the
rating of any Class of Notes has been placed under review.

     The Initial Purchaser may in its sole discretion waive compliance with any
conditions to the obligations of the Initial Purchaser hereunder.

          Section 7. Indemnification and Contribution.

          (a) Each of the Issuer and Bluegreen jointly and severally agrees (i)
to indemnify and hold harmless the Initial Purchaser, its partners, directors
and officers and each person, if any, who controls the Initial Purchaser within
the meaning of Section 15 of the Securities Act, against any losses, claims,
damages or liabilities, joint or several, to which the Initial Purchaser may
become subject, under the Securities Act or the Exchange Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (A) any breach of any of the
representations and warranties of the Issuer or Bluegreen contained herein, or
(B) any untrue statement or alleged untrue statement of any material fact
contained in the Offering Document, or any amendment or supplement thereto, or
any related preliminary offering circular, or arise out of or are based upon the
omission or alleged omission to state therein a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, including any losses, claims, damages or
liabilities arising out of or based upon the Issuer's failure to perform its
obligations under Section 5(a) of this Agreement, and (ii) will reimburse the
Initial Purchaser for any legal or other expenses reasonably incurred by the
Initial Purchaser in connection with investigating or defending any loss, claim,
damage, liability or action, described in clause (i) above, as such expenses are
incurred; provided, however, that neither the Issuer nor Bluegreen will be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement in or omission or alleged omission from any of such documents in
reliance upon and in conformity with written information furnished to the Issuer
by the Initial Purchaser specifically for use therein, it being understood and
agreed that the only such information consists of the information described as
such in subsection (b) below; and provided, further, that with respect to any
untrue statement or alleged untrue statement in or omission or alleged omission
from the Preliminary Offering Circular the indemnity agreement contained in this
subsection (a) shall not inure to the


                                       11
<PAGE>

benefit of the Initial Purchaser that sold the Notes concerned to the person
asserting any such losses, claims, damages or liabilities, to the extent that
such sale was an initial resale by such Initial Purchaser and any such loss,
claim, damage or liability of the Initial Purchaser results from the fact that
there was not sent or given to such person, at or prior to the written
confirmation of the sale of such Notes to such person, a copy of the Offering
Circular (exclusive of any material included therein but not attached thereto)
if the Issuer had previously furnished copies thereof to the Initial Purchaser.

          (b) The Initial Purchaser will severally and not jointly indemnify and
hold harmless the Issuer and Bluegreen, its directors and officers, and each
person, if any, who controls the Issuer within the meaning of Section 15 of the
Securities Act, against any losses, claims, damages or liabilities to which the
Issuer and Bluegreen may become subject, under the Securities Act or the
Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Offering Document, or any amendment or supplement thereto, or arise out of
or are based upon the omission or the alleged omission to state therein a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, in each case to
the extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Issuer and Bluegreen by the
Initial Purchaser specifically for use therein, and the Initial Purchaser will
reimburse any legal or other expenses reasonably incurred by the Issuer and
Bluegreen in connection with investigating or defending any such loss, claim,
damage, liability or action as such expenses are incurred, it being understood
and agreed that the only such information furnished by the Initial Purchaser
consists of the second and sixth paragraphs under the caption "PLAN OF
DISTRIBUTION"; provided, however, that the Initial Purchaser shall not be liable
for any losses, claims, damages or liabilities arising out of or based upon the
Issuer's failure to perform its obligations under Section 5(a) of this
Agreement.

          (c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
subsection (a) or (b) above, notify the indemnifying party of the commencement
thereof; but the omission so to notify the indemnifying party will not relieve
it from any liability which it may have to any indemnified party otherwise than
under subsection (a) or (b) above, except to the extent that the indemnifying
party has been materially prejudiced by such failure. In case any such action is
brought against any indemnified party and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying party
shall, without the prior written consent of the indemnified party (which consent
shall not be unreasonably withheld), settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened


                                       12
<PAGE>

action, suit or proceeding in respect of which any indemnified party is or could
be a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement, compromise or consent includes an unconditional
release of such indemnified party from all liability on any claims that are the
subject matter of such action and does not include a statement as to or an
admission of fault, culpability or failure to act by or on behalf of any
indemnified party.

          (d) If the indemnification provided for in this Section is unavailable
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Issuer and
Bluegreen on the one hand and the Initial Purchaser on the other from the
offering of the Notes or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Issuer and Bluegreen on the one hand and the Initial
Purchaser on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities as well as any other
relevant equitable considerations. The relative benefits received by the Issuer
and Bluegreen on the one hand and the Initial Purchaser on the other shall be
deemed to be in the same proportion as the total proceeds from the Note offering
(before deducting expenses) received by the Issuer bear to the total discounts
and commissions received by the Initial Purchaser from the Issuer under this
Agreement. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Issuer and/or Bluegreen or the Initial Purchaser and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding the provisions of this
subsection (d), the Initial Purchaser shall not be required to contribute any
amount in excess of the amount by which the total price at which the Notes
purchased by it were resold exceeds the amount of any damages which the Initial
Purchaser has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. The Initial Purchaser's
obligations in this subsection (d) to contribute are several in proportion to
its respective purchase obligations and not joint.

          (e) The obligations of the Issuer and Bluegreen under this Section
shall be in addition to any liability which the Issuer or Bluegreen may
otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls the Initial Purchaser within the meaning of the
Securities Act or the Exchange Act; and the obligations of the Initial Purchaser
under this Section shall be in addition to any liability which the Initial
Purchaser may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls the Issuer and Bluegreen within
the meaning of the Securities Act or the Exchange Act.

          Section 8. Default of Initial Purchaser. If the Initial Purchaser
defaults in its obligations to purchase Notes and the aggregate principal amount
of Notes with respect to which


                                       13
<PAGE>

such default occurs exceeds 10% of the total principal amount of Notes and
arrangements satisfactory to the Issuer and Bluegreen for the purchase of such
Notes by any other persons are not made within 36 hours after such default, this
Agreement will terminate without liability on the part of the Issuer or
Bluegreen, except as provided in Section 9 hereof. Nothing herein will relieve
the Initial Purchaser from liability for any default hereunder.

          Section 9. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Issuer and Bluegreen or its officers and of the Initial
Purchaser set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of the Initial Purchaser, the Issuer and
Bluegreen or any of their respective representatives, officers or directors or
any controlling person, and will survive delivery of and payment for the Notes.
If this Agreement is terminated pursuant to Section 8 or if for any reason the
purchase of the Notes by the Initial Purchaser is not consummated, the Issuer
shall remain responsible for the expenses to be paid or reimbursed by it
pursuant to Section 5 herein and the respective obligations of the Issuer,
Bluegreen and the Initial Purchaser pursuant to Section 7 herein shall remain in
effect. If the purchase of the Notes by the Initial Purchaser is not consummated
for any reason other than solely because of the termination of this Agreement
pursuant to Section 8 herein or the occurrence of any event specified in clauses
(C), (D) or (E) of Section 6(b)(ii) herein, the Issuer and Bluegreen will
reimburse the Initial Purchaser for all out-of-pocket expenses (including
reasonable fees and disbursements of legal counsel) reasonably incurred by them
in connection with the offering of the Notes.

          Section 10. Severability Clause. Any part, provision, representation,
or warranty of this Agreement which is prohibited or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof.

          Section 11. Notices. All communications hereunder will be in writing
and, (A) if sent to the Initial Purchaser, will be mailed, delivered or
telecopied and confirmed to the Initial Purchaser, at ING Financial Markets LLC,
1325 Avenue of the Americas, New York, NY 10019, Attention: General Counsel or
(B) if sent to the Issuer, will be mailed, delivered or telecopied and confirmed
to it at BXG Receivables Note Trust 2002-A c/o Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration, Telecopier No.: (302) 651-8882, with
a copy to Bluegreen Corporation, 4960 Conference Way North, Suite 100, Boca
Raton, Florida 33431, Attention: Allan Herz, Vice President, Telecopier No.:
(561) 912-7915 or (C) if sent to Bluegreen, will be mailed, delivered or
telecopied and confirmed to it at 4960 Conference Way North, Suite 100, Boca
Raton, Florida 33431, Attention: Allan Herz, Vice President, Telecopier No.:
(561) 912-7915; provided, however, that any notice to the Initial Purchaser
pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to
the Initial Purchaser at (646) 424-6155.

          Section 12. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
controlling persons referred to in Section 7, and no other person will have any
right or obligation hereunder, except that holders of Notes shall be entitled to
enforce the agreements for their benefit contained in the


                                       14
<PAGE>

second and third sentences of Section 5(b) hereof against the Issuer as if such
holders were parties thereto.

          Section 13. Applicable Law. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO ITS CONFLICT OF LAW PROVISIONS. The Issuer and Bluegreen hereby submit to the
non-exclusive jurisdiction of the federal and state courts in the Borough of
Manhattan in The City of New York in any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.

          Section 14. Counterparts, Etc. This Agreement supersedes all prior or
contemporaneous agreements and understandings relating to the subject matter
hereof between the Initial Purchaser, Bluegreen and the Issuer. Neither this
Agreement nor any term hereof may be changed, waived, discharged or terminated
except by a writing signed by the party against whom enforcement of such change,
waiver, discharge or termination is sought. This Agreement may be signed in any
number of counterparts each of which shall be deemed an original, which taken
together shall constitute one and the same instrument.

          Section 15. No Petition. During the term of this Agreement and for one
year and one day after the termination hereof, none of the parties hereto or any
affiliate thereof will file any involuntary petition or otherwise institute any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or
other proceeding under any federal or state bankruptcy or similar law against
the Issuer.

          Section 16. Owner Trustee. It is expressly understood and agreed by
the parties hereto that (a) this Agreement is executed and delivered by
Wilmington Trust Company, not individually or personally but solely as Owner
Trustee of the Issuer, in the exercise of the powers and authority conferred and
vested in it, (b) each of the representations, undertakings and agreements
herein made on the part of the Issuer is made and intended not as personal
representations, undertakings and agreements by Wilmington Trust Company but is
made and intended for the purpose for binding only the Issuer, (c) nothing
herein contained shall be construed as creating any liability on Wilmington
Trust Company, individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person claiming by, through or
under the parties hereto and (d) under no circumstances shall Wilmington Trust
Company be personally liable for the payment of any indebtedness or expenses of
the Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Issuer under this
Agreement or any other related document.


                                       15
<PAGE>

          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Issuer and the Initial Purchaser.

                                Very truly yours,

                                BXG RECEIVABLES NOTE TRUST 2002-A

                                By:  WILMINGTON TRUST COMPANY, not in
                                     its individual capacity but solely as Owner
                                     Trustee

                                  By: /s/ Jeanne M. Oller
                                      ------------------------------------------
                                  Name:  Jeanne M. Oller
                                  Title: Financial Services Officer

                                BLUEGREEN CORPORATION

                                By: /s/ John F. Chiste
                                   ---------------------------------------------
                                Name: John F. Chiste
                                Title: Senior Vice President

The foregoing Agreement is
hereby confirmed and accepted as
of the date first above written.

ING FINANCIAL MARKETS LLC


By:_____________________________
Name:
Title:

                 [Signature Page to the Note Purchase Agreement]
<PAGE>

          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Issuer and the Initial Purchaser.

                         Very truly yours,

                         BXG RECEIVABLES NOTE TRUST 2002-A

                         By: WILMINGTON TRUST COMPANY, not in
                             its individual capacity but solely as Owner Trustee

                             By:________________________________________________
                                Name:
                                Title:

                         BLUEGREEN CORPORATION

                         By:__________________________________________________
                            Name:
                            Title:

The foregoing Agreement is
hereby confirmed and accepted as
of the date first above written.

ING FINANCIAL MARKETS LLC

By: /s/ Andrew Yuder
   ----------------------
   Name: Andrew Yuder
   Title: Managing Director

                 [Signature Page of the Note Purchase Agreement]


                                       16
<PAGE>

                                    EXHIBIT A

                                                   Initial
Initial Purchaser                          Class   Note Balance   Purchase Price
-----------------                          -----   ------------   --------------
ING Financial Markets LLC                  A        $86,899,000        100%

                                           B        $21,724,000        100%

                                           C        $23,535,000        100%

                                           D        $38,018,000        100%


                                       17