EXHIBIT 10.154

                   SECOND AMENDED AND RESTATED PROMISSORY NOTE

$12,500,000.00
                                                               December 31, 2002
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

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

<PAGE>

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

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


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<PAGE>

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 and collectively, jointly and severally the "Borrower")

Wachovia Bank, National Association
214 North Hogan Street - FL0070
Jacksonville, Florida 32202
(Hereinafter referred to as "Bank")


                                       3
<PAGE>

Borrower promises to pay to the order of Bank, in lawful money of the United
States of America, at its office indicated above or wherever else Bank may
specify, the sum of TWELVE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($12,500,000.00) or such sum as may be advanced and outstanding from time to
time, with interest on the unpaid principal balance at the rate and on the terms
provided in this Second Amended and Restated Promissory Note (including all
renewals, extensions or modifications hereof, ("Note").

RENEWAL/MODIFICATION. This Note amends, restates renews, extends and modifies in
its entirety that certain Amended and Restated Promissory Note dated December
31, 2001 (the "Original Promissory Note"), evidencing an original principal
amount of $12,500,000.00 of which $0.00 is currently outstanding. This Note is
not a novation.

LOAN AGREEMENT. This Note is subject to the provisions of that certain Second
Amended and Restated Loan Agreement between Bank and Borrower dated of even date
herewith, as modified from time to time.

INTEREST RATE. Interest shall accrue on the unpaid principal balance of this
Note from the date hereof at the LIBOR Market Index Rate plus 2.00%, as that
rate may change from day to day in accordance with changes in the LIBOR Market
Index Rate ("Interest Rate"). "LIBOR Market Index Rate", for any day, is the
rate for 1 month U.S. dollar deposits as reported on Telerate page 3750 as of
11:00 a.m., London time, on such day, or if such day is not a London business
day, then the immediately preceding London business day (or if not so reported,
then as determined by Bank from another recognized source or interbank
quotation).

DEFAULT RATE. In addition to all other rights contained in this Note, if a
Default (as defined herein) occurs and as long as a Default continues, all
outstanding Obligations shall bear interest at the Interest Rate plus 3%
("Default Rate"). The Default Rate shall also apply from acceleration until the
Obligations or any judgment thereon is paid in full.

INTEREST AND FEE(S) COMPUTATION (ACTUAL/360). Interest and fees, if any, shall
be computed on the basis of a 360-day year for the actual number of days in the
applicable period ("Actual/360 Computation"). The Actual/360 Computation
determines the annual effective interest yield by taking the stated (nominal)
rate for a year's period and then dividing said rate by 360 to determine the
daily periodic rate to be applied for each day in the applicable period.
Application of the Actual/360 Computation produces an annualized effective rate
exceeding the nominal rate.

REPAYMENT TERMS. This Note shall be due and payable in consecutive monthly
payments of accrued interest only, commencing on January 3, 2003, and continuing
on the same day of each month thereafter until fully paid. In any event, all
principal and accrued interest shall be due and payable on December 31, 2003.

APPLICATION OF PAYMENTS. Monies received by Bank from any source for application
toward payment of the Obligations shall be applied to accrued interest and then
to principal. If a Default occurs, monies may be applied to the Obligations in
any manner or order deemed appropriate by Bank.

If any payment received by Bank under this Note or other Loan Documents is
rescinded, avoided or for any reason returned by Bank because of any adverse
claim or threatened action, the returned payment shall remain payable as an
obligation of all persons liable under this Note or other Loan Documents as
though such payment had not been made.

DEFINITIONS. Loan Documents. The term "Loan Documents" used in this Note and the
other Loan Documents refers to all documents executed in connection with or
related to the loan evidenced by this Note and any prior notes which evidence
all or any portion of the loan evidenced by this Note, and any letters of credit
issued pursuant to any loan agreement to which this Note is subject, any
applications for such letters of credit and any other documents executed in
connection therewith or related thereto, and may include, without limitation, a
commitment letter that survives closing, the Amended and Restated


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<PAGE>

Loan Agreement of even date herewith, this Note, guaranty agreements, security
agreements, security instruments, financing statements, mortgage instruments,
any renewals or modifications, whenever any of the foregoing are executed, but
does not include swap agreements (as defined in 11 U.S.C. ss. 101). Obligations.
The term "Obligations" used in this Note refers to any and all indebtedness and
other obligations under this Note, all other obligations under any other Loan
Document(s), and all obligations under any swap agreements (as defined in 11
U.S.C. ss. 101) between Borrower and Bank whenever executed. Certain Other
Terms. All terms that are used but not otherwise defined in any of the Loan
Documents shall have the definitions provided in the Uniform Commercial Code.

LATE CHARGE. If any payments are not timely made, Borrower shall also pay to
Bank a late charge equal to 5% of each payment past due for 10 or more days.

Acceptance by Bank of any late payment without an accompanying late charge shall
not be deemed a waiver of Bank's right to collect such late charge or to collect
a late charge for any subsequent late payment received.

ATTORNEYS' FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank's
reasonable expenses incurred to enforce or collect any of the Obligations
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.

USURY. If at any time the effective interest rate under this Note would, but for
this paragraph, exceed the maximum lawful rate, the effective interest rate
under this Note shall be the maximum lawful rate, and any amount received by
Bank in excess of such rate shall be applied to principal and then to fees and
expenses, or, if no such amounts are owing, returned to Borrower.

DEFAULT. If any of the following occurs, a default ("Default") under this Note
shall exist: Nonpayment; Nonperformance. The failure of timely payment or
performance of the Obligations or Default under this Note or any other Loan
Documents. False Warranty. A warranty or representation made or deemed made in
the Loan Documents or furnished Bank in connection with the loan evidenced by
this Note proves materially false, or if of a continuing nature, becomes
materially false. Cross Default. At Bank's option, any default in payment or
performance of any obligation under any other loans, contracts or agreements of
Borrower, any Subsidiary or Affiliate of Borrower, any general partner of or the
holder(s) of the majority ownership interests of Borrower with Bank or its
affiliates ("Affiliate" shall have the meaning as defined in 11 U.S.C. ss. 101,
except that the term "Borrower" shall be substituted for the term "Debtor"
therein; "Subsidiary" shall mean any business in which Borrower holds, directly
or indirectly, a controlling interest). Cessation; Bankruptcy. The death of,
appointment of a guardian for, dissolution of, termination of existence of, loss
of good standing status by, appointment of a receiver for, assignment for the
benefit of creditors of, or commencement of any bankruptcy or insolvency
proceeding by or against Borrower, its Subsidiaries or Affiliates, if any, or
any general partner of or the holder(s) of the majority ownership interests of
Borrower, or any party to the Loan Documents. Material Capital Structure or
Business Alteration of Borrower. Without prior written consent of Bank, (i) a
material alteration in the kind or type of Borrower's business; (ii) the sale of
substantially all of the business or assets of Borrower or a material portion
(10% or more) of such business or assets if such a sale is outside the ordinary
course of business of Borrower or more than 50% of the outstanding stock or
voting power of or in any such entity in a single transaction or a series of
transactions; (iii) Borrower's acquisition of substantially all of the business
or assets or more than 50% of the outstanding stock or voting power of any other
entity; or (iv) should any Borrower or any of Borrower's Subsidiaries or
Affiliates or any guarantor enter into any merger or consolidation other than
with another Borrower or any of Borrower's Subsidiaries or Affiliates. Material
Capital Structure or Business Alteration of Borrower's Subsidiaries or
Affiliates. Borrower's failure to provide Bank with an annual report detailing
(in such detail as required by bank) any of the following transactions: (i) a
material alteration in the kind or type of Borrower's Subsidiaries' or
Affiliates' business; (ii) the sale of substantially all of the business or
assets of any of Borrower's Subsidiaries or Affiliates, or a material portion
(10% or more) of such business or assets if such a sale is outside the ordinary
course of business of Borrower's Subsidiaries or Affiliates or any guarantor, or
more than 50% of the outstanding stock or voting power of or in any such entity
in a single transaction or a


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<PAGE>

series of transactions; (iii) Borrower's Subsidiaries' or Affiliates'
acquisition of substantially all of the business or assets or more than 50% of
the outstanding stock or voting power of any other entity; or (iv) should any of
Borrower's Subsidiaries or Affiliates or any guarantor enter into any merger or
consolidation other than with another one of Borrower's Subsidiaries or
Affiliates.

REMEDIES UPON DEFAULT. If a Default occurs under this Note or any Loan
Documents, Bank may at any time thereafter, take the following actions: Bank
Lien. Foreclose its security interest or lien against Borrower's accounts
without notice. Acceleration Upon Default. Accelerate the maturity of this Note
and, at Bank's option, any or all other Obligations, whereupon this Note and the
accelerated Obligations shall be immediately due and payable. Cumulative.
Exercise any rights and remedies as provided under the Note and other Loan
Documents, or as provided by law or equity.

FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information
as Bank may reasonably request from time to time, including without limitation,
financial statements and information pertaining to Borrower's financial
condition. Such information shall be true, complete, and accurate.

LINE OF CREDIT ADVANCES. Borrower may borrow, repay and reborrow, and Bank may
advance and readvance under this Note respectively from time to time until the
maturity hereof (each an "Advance" and together the "Advances"), so long as the
total principal balance outstanding under this Note at any one time does not
exceed the principal amount stated on the face of this Note, subject to the
limitations described in that certain Amended and Restated Loan Agreement to
which this Note is subject. Bank's obligation to make Advances under this Note
shall terminate if Borrower is in Default. As of the date of each proposed
Advance, Borrower shall be deemed to represent that each representation made in
the Loan Documents is true as of such date.

If Borrower subscribes to Bank's cash management services and such services are
applicable to this line of credit, the terms of such service shall control the
manner in which funds are transferred between the applicable demand deposit
account and the line of credit for credit or debit to the line of credit.

WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and
other Loan Documents shall be valid unless in writing and signed by an officer
of Bank. No waiver by Bank of any Default shall operate as a waiver of any other
Default or the same Default on a future occasion. Neither the failure nor any
delay on the part of Bank in exercising any right, power, or remedy under this
Note and other Loan Documents shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or remedy.

Each Borrower liable under this Note 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.
Further, each agrees that Bank may extend, modify or renew this Note or make a
novation of the loan evidenced by this Note for any period, and grant any
releases, compromises or indulgences with respect to any collateral securing
this Note, or with respect to any other Borrower or any other person liable
under this Note or other Loan Documents, all without notice to or consent of
each Borrower or each person who may be liable under this Note or any other Loan
Document and without affecting the liability of Borrower or any person who may
be liable under this Note or any other Loan Document.

MISCELLANEOUS PROVISIONS. Assignment. This Note and the other Loan Documents
shall inure to the benefit of and be binding upon the parties and their
respective heirs, legal representatives, successors and assigns. Bank's
interests in and rights under this Note and the other Loan Documents are freely
assignable, in whole or in part, by Bank. In addition, nothing in this Note or
any of the other Loan Documents shall prohibit Bank from pledging or assigning
this Note or any of the other Loan Documents or any interest therein to any
Federal Reserve Bank. Borrower shall not assign its rights and interest
hereunder without the prior written consent of Bank, and any attempt by Borrower
to assign without Bank's prior written consent is null and void. Any assignment
shall not release Borrower from the Obligations. Applicable Law; Conflict
Between Documents. This Note and, unless otherwise provided in any other Loan
Document, the other Loan Documents shall be governed by and construed under the


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<PAGE>

laws of the state named in Bank's address shown above without regard to that
state's conflict of laws principles. If the terms of this Note should conflict
with the terms of any loan agreement or any commitment letter that survives
closing, the terms of this Note shall control. Borrower's Accounts. Except as
prohibited by law, Borrower grants Bank a security interest in all of Borrower's
accounts with Bank and any of its affiliates. Jurisdiction. Borrower irrevocably
agrees to non-exclusive personal jurisdiction in the state named in Bank's
address shown above. Severability. If any provision of this Note or of the other
Loan Documents 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 Note or other such document. 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. Plural; Captions. All references in the Loan
Documents to Borrower, guarantor, person, document or other nouns of reference
mean both the singular and plural form, as the case may be, and the term
"person" shall mean any individual, person or entity. The captions contained in
the Loan Documents are inserted for convenience only and shall not affect the
meaning or interpretation of the Loan Documents. Binding Contract. Borrower by
executions of and Bank by acceptance of this Note agree that each party is bound
to all terms and provisions of this Note. Advances. Bank may, in its sole
discretion, make other advances which shall be deemed to be advances under this
Note, even though the stated principal amount of this Note may be exceeded as a
result thereof. Joint and Several Obligations. Each entity who signs this Note
as a Borrower is jointly and severally obligated. Fees and Taxes. Borrower shall
promptly pay all documentary, intangible recordation and/or similar taxes on
this transaction whether assessed at closing or arising from time to time.

AMENDED AND RESTATED PROMISSORY NOTE. This Note, amends, replaces and supercedes
in its entirety that certain Amended and Restated Promissory Note dated December
31, 2001 executed by Borrower in favor of Bank (the "Original Renewal Note").
Should there be any conflict between any of the terms of the Original Renewal
Note, and the terms of this Note, the terms of this Note 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 the Loan Documents 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 proceeding 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


                                       7
<PAGE>

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]

            IN WITNESS WHEREOF, Borrower, jointly and severally, on the day and
year first above written, has caused this Note to be executed under seal.

               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]


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<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]

                      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]


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<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]

                   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]


                                       10
<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]

                 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]


                                       11
<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, the Managing Member
of Bluegreen Carolina Lands, LLC, a Delaware limited liability company, on
behalf of the limited liability company. 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 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]


                                       12
<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]

                  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]


                                       13
<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]

                 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]


                                       14
<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]

                              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]


                                       15
<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]

                 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]


                                       16
<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]

                              Bluegreen Golf Clubs, Inc., a Delaware corporation


CORPORATE                     By: /s/ JOHN F. CHISTE
SEAL                              ------------------------------------------
                                  John F. Chiste, Treasurer
                                  Taxpayer 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]


                                       17
<PAGE>

                  Bluegreen Interiors, LLC, a Delaware limited liability company


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 Interiors, LLC, a Delaware
limited liability company, on behalf of the limited liability company. 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 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]


                                       18
<PAGE>

                            New England Advertising Corp., a Vermont corporation


CORPORATE                   By: /s/ JOHN F. CHISTE
SEAL                            ------------------------------------------
                                John F. Chiste, Treasurer
                                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]

                             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]


                                       19
<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]

                  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]


                                       20
<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.: ____________________________

                     [EXECUTIONS CONTINUE ON FOLLOWING 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]


                                       21
<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]

                               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]


                                       22
<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]

                                 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]


                                       23
<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]

                                 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]


                                       24
<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 companys. 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]

                         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]


                                       25
<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]

                        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]


                                       26
<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.: ____________________________


                                       27