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                                                                  EXHIBIT 10.136


         ACQUISITION AND CONSTRUCTION COST REIMBURSEMENT LOAN AGREEMENT

         THIS ACQUISITION AND CONSTRUCTION COST REIMBURSEMENT LOAN AGREEMENT (as
amended and supplemented from time to time, this "AGREEMENT"), dated as of
December 1, 1999, is made by and between HELLER FINANCIAL, INC., a Delaware
corporation ("LENDER"), whose address is 30th Floor, 500 West Monroe Street,
Chicago, Illinois 60661, and BLUEGREEN VACATIONS UNLIMITED, INC., a Florida
corporation ("BORROWER"), whose address is 4960 Blue Lake Drive, Boca Raton,
Florida 33431.

                                    RECITALS:

         A. Borrower desires Lender to extend a secured loan to Borrower in
accordance with the terms of this Agreement and that certain Master Agreement,
dated as of October 15, 1998, between Lender and Bluegreen Corporation
("GUARANTOR"), a Massachusetts corporation (as amended and supplemented from
time to time, the "MASTER AGREEMENT"), for the purpose of reimbursing Borrower
for certain acquisition and construction costs incurred in connection with the
acquisition and construction of the Shore Crest Phase II Resort (as defined
herein).

         B. Borrower's obligations hereunder and under the other Shore Crest
Phase II Loan Documents (as defined herein) will be secured, INTER ALIA, by
liens with the priority specified herein on certain real property, the
improvements thereon, and related personal property and receivables owned or to
be owned by Borrower in respect thereof (other than Shore Crest Phase II Note
Receivables).

         NOW, THEREFORE, in consideration of the foregoing premises and the
agreements, provisions and covenants herein contained, Borrower and Lender agree
as follows:

                             ARTICLE 1 - DEFINITIONS

         1.1 DEFINED TERMS. All capitalized terms used herein, unless otherwise
defined, shall have the meanings ascribed thereto in the appendix attached
hereto and made a part hereof by this reference.

                                ARTICLE 2 - LOAN

         2.1 DISBURSEMENT OF SHORE CREST PHASE II LOAN. On the date of this
Agreement, and subject to the satisfaction of the conditions precedent specified
in Section 2.2 of this Agreement, Lender shall disburse Thirteen Million Eight
Hundred Sixty Thousand and 00/100 Dollars ($13,860,000), the entire amount of
the Shore Crest Phase II Loan, directly to or for the account of Borrower, less
any costs and fees set forth herein. The proceeds of the Shore Crest Phase II
Loan shall be used to reimburse the Borrower for the costs and out-of-pocket
disbursements paid by the Borrower in connection with the acquisition and
construction of the Shore Crest Phase II Resort, and




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to pay closing costs incurred in connection with the making of the Shore Crest
Phase II Loan. Shore Crest Phase II Resort shall be free and clear of all liens
and encumbrances except for the liens created herein or in any of the other
Shore Crest Phase II Loan Documents and except for any other Shore Crest Phase
II Permitted Exceptions. There shall be no further advances or loans hereunder.
The Shore Crest Phase II Loan shall be deemed to be, and shall be, a "Resort
Loan" under, and as defined in, the Master Agreement.

         2.2 TERM. The Shore Crest Phase II Loan shall mature and be due and
payable on the Shore Crest Phase II Loan Maturity Date.

         2.3 INTEREST RATE. The outstanding principal balance of the Shore Crest
Phase II Loan shall bear interest at the Interest Rate; PROVIDED, HOWEVER, that
upon the occurrence and during the continuance of an Event of Default the Shore
Crest Phase II Loan will bear interest at the Default Rate. Interest on the
Shore Crest Phase II Loan shall be paid by Borrower to Lender monthly in
arrears, commencing on the 1st day of the first month following the date hereof,
and continuing on the first day of each month thereafter until payment of the
Shore Crest Phase II Loan in full.

         2.4 PREPAYMENTS. The Shore Crest Phase II Loan may be prepaid in whole,
but not in part, at any time upon five (5) days prior written notice to Lender.
Any prepayment under this Section 2.4 shall be accompanied by all accrued and
unpaid interest, if any, then due with respect to the Shore Crest Phase II Loan
and all Costs and expenses then outstanding, and shall be applied in the
following order: first to the payment of Costs and other expenses payable to
Lender pursuant to this Agreement; second, to the payment of accrued but unpaid
interest on the Shore Crest Phase II Loan; and thereafter to the reduction of
the principal balance of the Shore Crest Phase II Loan. For the avoidance of
doubt, no prepayment premium shall be due and payable under this Section 2.4.

         2.5 GRANT OF SECURITY INTEREST. To secure the payment and performance
of all of the Indebtedness and all of the obligations of Borrower under this
Agreement and/or under any of the other Shore Crest Phase II Loan Documents and
the Borrower's undertakings hereunder and under the other Shore Crest Phase II
Loan Documents and the payment and performance of the obligations of Borrower or
any other borrower under the Master Agreement in respect of any Resort Loan (as
such term is defined in the Master Agreement) owing to Lender under any other
Resort Loan Documents (as such term is defined in the Master Agreement) and the
payment and performance of the obligations of the Borrower and/or the Guarantor
under the Warehouse Facility, Borrower does hereby unconditionally and
irrevocably assign, pledge and grant to Lender a continuing security interest
and lien in and to all of the right, title and interest of Borrower in the
following property of Borrower, whether now owned or existing or hereafter
acquired regardless of where located (collectively, the "SHORE CREST PHASE II
COLLATERAL"):


                  (a) all franchises, licenses, permits, trade names, trademarks
         (and goodwill associated therewith)(provided that no lien is intended
         to be granted in the trade name or trademark "Bluegreen" or any logo
         used in connection therewith), approvals, leasehold



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         interests (whether as lessor or lessee or sublessor or sublessee),
         management contracts, marketing contracts, maintenance contracts,
         utility contracts, security contracts, other servicing contracts,
         licensing contracts or other similar contracts and all guaranties of
         any of the foregoing relating, in each case, to the Shore Crest Phase
         II Resort, the Shore Crest Phase II Intervals and/or the Common
         Elements or Limited Common Elements (as such terms are defined in the
         Shore Crest Phase II Master Deed);

                  (b) all other accounts, contract rights, general intangibles,
         documents, instruments, chattel paper and proceeds of Borrower related
         to the Shore Crest Phase II Resort or otherwise connected with, or
         related to, the operation, management and use of the Shore Crest Phase
         II Resort (other than the Shore Crest Phase II Note Receivables);

                  (c) all fixtures, inventory, supplies, fittings, machinery,
         appliances, equipment, apparatus, furnishings, and personal Property of
         every nature found on or used in connection with the Shore Crest Phase
         II Resort, including, without limitation, guest room furnishings,
         linens, dishware, blinds, floor coverings, hall and lobby equipment,
         security systems, sprinkler systems, other fire prevention and
         extinguishing apparatus, reservation system computer and related
         equipment, artwork, paintings, prints, sculpture, and office
         furnishings and equipment;

                  (d) (i) the Shore Crest Phase II Resort, including, without
         limitation, all Shore Crest Phase II Intervals and Shore Crest Phase II
         Residential Condominium Units (now existing or hereafter
         created)(whether sold or unsold) and (ii) the Shore Crest Phase II
         Master Deed (including, without limitation, Borrower's development and
         declarant's rights (but not obligations) under applicable law);

                  (e) all judgments, settlements, claims, awards, insurance
         proceeds and other proceeds and compensation, and any interest thereon
         (collectively, "COMPENSATION"), now or hereafter made or payable in
         connection with (i) any casualty or other damage to all or any part of
         the Shore Crest Phase II Resort, (ii) any condemnation proceedings
         affecting all or any part of any of the Shore Crest Phase II Resort or
         any rights thereto or any interest therein, (iii) any damage to or
         taking of all or any part of the Shore Crest Phase II Resort, or any
         rights thereto or any interest therein arising from or otherwise
         relating to any exercise of the power of eminent domain (including,
         without limitation, any and all Compensation for change of grade of
         streets or any other injury to or decrease in the value of any of the
         Shore Crest Phase II Resort), or any conveyance in lieu of or under
         threat of any such taking, (iv) any and all proceeds of any sale,
         assignment or other disposition of all or any part of the Shore Crest
         Phase II Resort or any rights thereto or any interest therein, (v) any
         and all proceeds of any other conversion (whether voluntary or
         involuntary) of all or any part of the Shore Crest Phase II Resort or
         any rights thereto or any interest therein or to cash or any liquidated
         claim, and (vi) any and all refunds and rebates of or with respect to
         any insurance premium, any imposition or any other charge for utilities
         relating to all or any part of the Shore Crest Phase II Resort
         (including, without limitation, any and all refunds and rebates






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         of or with respect to any deposit or prepayment relating to any such
         insurance premium, imposition or charge), and any and all interest
         thereon, whether now or hereafter payable or accruing; and

                  (f) All cash and other monies and property of Borrower in the
         possession or under the control of Lender or any agent thereof;

                  (g) All books, records, ledger cards, files, correspondence,
         computer tapes, disks and software relating to the Shore Crest Phase II
         Resort or any other Shore Crest Phase II Collateral described herein;

                  (h) all of the collateral granted to Lender in the Shore Crest
         Phase II Mortgage;;

                  (i) all of the collateral granted to Lender in the Shore Crest
         Phase II Assignment of Leases and Rents and in any other Shore Crest
         Phase II Loan Document; and

                  (j) All proceeds, extensions, amendments, additions,
         improvements, betterments, renewals, substitutions and replacements of
         the foregoing.

This Agreement shall be deemed a security agreement as defined in the Code, and
the remedies for any violation of the covenants, terms and conditions of the
agreements herein contained shall be cumulative and be as prescribed herein, or
by general law, or as to such part of the Collateral which is also reflected in
any filed financing statement, by the specific provisions of the Code now or
hereafter enacted, all at Lender's sole election. All terms defined used herein
and defined in the UCC shall have the meanings provided for therein, as the same
may be amended from time to time.

         2.6 SHORE CREST PHASE II RELEASES. Notwithstanding any provision of
this Agreement or any other Shore Crest Phase II Loan Document to the contrary,
the lien of the Shore Crest Phase II Mortgage, the Shore Crest Phase II
Assignment of Leases and Rents and any and all related fixture filing(s) or
other UCC-1 financing statements recorded in the real property records in favor
of Lender in connection with the Shore Crest Phase II Loan shall be released
contemporaneously with the conveyance by the Borrower of fee title to, or on
behalf of, a Purchaser of a Shore Crest Phase II Interval in the ordinary course
of Borrower's business if, but only if, (a) Lender receives a written request
from Borrower not less than three (3) Business Days prior to the requested date
of release together with all release documentation (including, without
limitation, a partial release of the Shore Crest Phase II Mortgage) in form and
substance reasonably satisfactory to Lender, (b) no Event of Default or event or
circumstance that, with the giving of notice or passage of time or both, could
give rise to an Event of Default has occurred and is continuing, (c) the
applicable Shore Crest Phase II Interval Release Payment is paid to Lender in
connection therewith and (d) all Costs and expenses of Lender in respect of any
such releases, the filing of the same and any escrow conditions applicable in
respect thereof shall have been paid by Borrower. For the avoidance of doubt,
the Lender shall have no lien or security interest in any Shore Crest Phase II
Note Receivable and no Shore Crest Phase II Note Receivable shall be included,
or be deemed to be included, in any of the Shore Crest




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Phase II Collateral provided for herein or in any other Shore Crest Phase II
Loan Documents. Borrower agrees to only sell Shore Crest Phase II Intervals and
not Shore Crest Phase II Residential Units as "residential units."

         2.7 CONDITIONS PRECEDENT TO DISBURSEMENT OF SHORE CREST PHASE II LOAN.
The following conditions precedent to the disbursement of the Shore Crest Phase
II Loan hereunder must be satisfied prior to the disbursement of the Shore Crest
Phase II Loan:

                  (a) Borrower shall have executed and delivered to, procured
         for and deposited with, and, if appropriate, recorded in the proper
         records with all filing and recording fees and stamp and intangibles
         taxes paid, the Shore Crest Phase II Mortgage, the Shore Crest Phase II
         Assignment of Leases and Rents and the Shore Crest Phase II UCC
         Financing Statements and such other documents, instruments, and
         certificates as Lender or Title Company may require.

                  (b) The Title Company shall have issued or committed in
         writing to issue to Lender the Title Insurance with satisfactory
         insurance coverage over mechanics' liens arising from any construction
         at the Shore Crest Phase II Resort together with such other coverage
         and endorsements as Lender may reasonably require subject to the Shore
         Crest Permitted Exceptions. Borrower shall disclose to Lender any
         indemnity or other arrangement or agreement between Borrower and Title
         Company entered into in order to induce Title Company to issue the
         Title Insurance as required by this Agreement. Lender shall have also
         received satisfactory evidence that all security interests and liens
         granted to Lender pursuant to this Agreement or the other Shore Crest
         Phase II Loan Documents have been duly perfected and constitute first
         priority liens on the Collateral.

                  (c) The Borrower shall have executed and delivered to Lender a
         collateral assignment of all contracts and agreements in respect of the
         Shore Crest Phase II Resort.

                  (d) The Borrower shall have executed and delivered to Lender a
         collateral assignment of all permits, licenses, and parking rights and
         passes in respect of the Shore Crest Phase II Resort.

                  (e) The Borrower shall have executed and delivered to Lender a
         collateral assignment of all of its rights as developer and/or
         declarant (but not its obligations) under the Shore Crest Phase II
         Master Deed.

                  (f) Lender shall have been paid the portion of the Commitment
         Fee, as defined in the Master Agreement, as required by the Master
         Agreement. Borrower and Lender agree that the portion of said
         Commitment Fee due on the funding of the Shore Crest Phase II Loan is
         $39,750. Borrower hereby requests and authorizes Lender to deduct said
         fee from the proceeds of the Shore Crest Phase II Loan to be funded to
         Borrower hereunder.



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                  (g) The Guarantor shall have executed and delivered to Lender
         the Shore Crest Phase II Guaranty Agreement.

                  (h) Lender shall have received all documents, instruments and
         information identified on Schedule 2, including, without limitation,
         the Appraisal, PROVIDED that the items on Schedule 2 denoted with an
         asterisk shall be delivered by the Borrower not later than 30 days
         after the date hereof and such delivery shall be, and is hereby made,
         an undertaking of the Borrower, the violation of which shall be an
         immediate Event of Default hereunder.

                  (i) Lender shall have received, in form and substance
         satisfactory to Lender, an executed legal opinion, issued by counsel to
         Borrower and Guarantor acceptable to Lender, in form and content
         acceptable to Lender, with respect to this Agreement and the other
         Shore Crest Phase II Loan Documents and the Shore Crest Phase II
         Resort.

                  (j) The representations and warranties contained herein and in
         the other Shore Crest Phase II Loan Documents shall be true, correct
         and complete in all material respects on and as of the date of funding
         of the Shore Crest Phase II Loan.

                  (k) Borrower shall have performed in all material respects all
         agreements, paid all fees, Costs and expenses and satisfied all
         conditions which any Shore Crest Phase II Loan Document or the Master
         Agreement provides shall be paid or performed by it as a condition to
         the making of the Shore Crest Phase II Loan.

                  (l) Borrower shall have obtained all approvals, licenses,
         permits and consents for Borrower's acquisition, construction,
         timesharing, use and operation of the Shore Crest Phase II Resort.

                  (m) There shall then exist no Event of Default or event that
        with the giving of notice or passage of time would constitute an Event
        of Default.

                  (n) There shall then exist no Termination Event, as such term
        is defined in the Master Agreement, or event that with the giving of
        notice or passage of time would constitute a Termination Event.

                   ARTICLE 3 - REPRESENTATIONS AND WARRANTIES
                                   OF BORROWER

         Borrower hereby represents and warrants as follows:

         3.1 EXISTENCE. Borrower is in good standing under the laws of the State
of Florida and is authorized to transact business in the State of South
Carolina. The Guarantor owns 100% of the





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issued and outstanding stock of BG/RDI Acquisition Corp. and BG/RDI Acquisition
Corp. owns 100% of the issued and outstanding stock of the Borrower.

         3.2      AUTHORIZATION AND ENFORCEABILITY.

                  (a) EXECUTION. The Shore Crest Phase II Loan Documents have
         been duly authorized, executed and delivered and constitute the duly
         authorized, valid and legally binding obligations of Borrower,
         enforceable against Borrower in accordance with their respective terms.

                  (b) OTHER AGREEMENTS.The execution, delivery and compliance
         with the terms and provisions of the Shore Crest Phase II Loan
         Documents will not (i) to the best of Borrower's knowledge, violate any
         provisions of law or any applicable regulation, order or other decree
         of any court or governmental entity, or (ii) conflict or be
         inconsistent with, or result in any default under, any contract,
         agreement or commitment to which Borrower is bound.

         3.3 FINANCIAL STATEMENTS AND BUSINESS CONDITION. The financial
statements of the Borrower and the Guarantor and the other consolidated
companies therein fairly present the financial conditions and results of
operations of such Persons as of the date or dates thereof and for the periods
covered thereby. All such financial statements were prepared in accordance with
GAAP. Except for any such changes heretofore expressly disclosed in writing to
Lender, there has been no material adverse change in the financial condition of
the Borrower, the Guarantor or any of its consolidated subsidiaries from the
financial condition shown in such consolidated financial statements. Borrower is
able to pay all of its debts as they become due, and Borrower shall maintain
such solvent financial condition, giving effect to all obligations, absolute and
contingent, of Borrower. Borrower's obligations under this Agreement will not
render it unable to pay its debts as they become due. The present fair market
value of Borrower's assets is greater than the amount required to pay its total
liabilities.

         3.4 TAXES. All ad valorem taxes and other taxes and assessments against
the Shore Crest Phase II Resort have been paid and Borrower knows of no basis
for any additional taxes or assessments against such property. Borrower has
filed all required tax returns and has paid all taxes shown to be due and
payable on such returns, including interest and penalties, and all other taxes
which are payable by it, to the extent the same have become due and payable.
Borrower shall collect and pay, or shall use commercially reasonable efforts to
cause the Shore Crest Phase II Association to collect and pay, any applicable
sales or rental tax respecting the sale or rental of any Shore Crest Phase II
Intervals, and Shore Crest Phase II Residential Condominium units, in each case,
owned by Borrower.

         3.5 LITIGATION AND PROCEEDINGS. Except as set forth on Schedule 3
hereto, there are no actions, suits, proceedings, orders or injunctions pending
or, to the best of Borrower's knowledge, threatened against or affecting
Borrower, at law or in equity, or before or by any governmental entity




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which, if adversely determined, could have, either individually or in the
aggregate, a Material Adverse Effect. Borrower has not received any notice from
any court or governmental entity alleging that Borrower has violated any
applicable Governmental Regulation, any of the rules or regulations thereunder,
or any other applicable laws, the result of which, if adversely determined,
would have, individually or in the aggregate, a Material Adverse Effect.

         3.6 VALID AND BINDING OBLIGATION, NO BREACH OR DEFAULT. All of the
Shore Crest Phase II Loan Documents, and all other documents referred to herein
to which Borrower is a party, upon execution and delivery will constitute valid
and binding obligations of Borrower, enforceable in accordance with their terms
except as limited by Debtor Relief Laws. The consummation of the transactions
contemplated hereby, and the performance of any of the terms and conditions
hereof and of the other Shore Crest Phase II Loan Documents, will not result in
a breach of, or constitute a default in Borrower's organizational documents or
in any mortgage, deed of trust, lease, promissory note, loan agreement, credit
agreement, partnership agreement, or other agreement to which Borrower is a
party or by which Borrower may be bound or affected. To the best of its
knowledge, the Borrower is not in default of any order of any court or any
requirement of any governmental entity that would result in a Material Adverse
Effect.

         3.7 TITLE; LICENSES AND PERMITS. Borrower has good and marketable fee
simple title to the real property constituting the Shore Crest Phase II Resort
free and clear of all liens except for the Shore Crest Phase II Permitted
Exceptions and good title to all personal property constituting the Shore Crest
Phase II Resort free and clear of all liens except for the Shore Crest Phase II
Permitted Exceptions. Borrower possesses all requisite franchises, certificates
of convenience and necessity, operating rights, licenses, permits, consents,
authorizations, exemptions and orders as are necessary to carry on its business
as now being conducted, except where the failure to possess the same would not,
individually or in the aggregate, have a Material Adverse Effect. There are no
pending or threatened proceedings or actions to revoke, attack, invalidate,
rescind or modify such franchises, certificates of convenience and necessity,
operating rights, licenses, permits, consents, authorizations, exemptions and
orders or any zoning in respect of the Shore Crest Phase II Resort or asserting
that such zoning does not permit the occupancy, use or operation of the Shore
Crest Phase II Resort as currently and proposed to be operated.

         3.8 DISCLOSURE. There is no fact of which Borrower is aware that
Borrower has not disclosed to Lender in writing that could materially adversely
affect the property, business or financial condition of Borrower. Borrower has
furnished Lender with a true and complete copy of all documents relating to the
timesharing of the Shore Crest Phase II Resort.

         3.9 EMPLOYEE BENEFIT PLANS. Borrower is in compliance in all material
respects with all applicable provisions of the Employee Retirement Income
Security Act, the Internal Revenue Code and all other applicable laws and the
regulations and interpretations thereof with respect to all employee benefit
plans adopted by Borrower for the benefit of its employees. No material
liability has been incurred by Borrower which remains unsatisfied for any
funding obligation, taxes or penalties with respect to any such employee benefit
plan.



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         3.10 SYSTEM COMPLIANCE AND ADEQUACY. To the best of Borrower's
knowledge, the storm and sanitary sewer system, water system and all mechanical
systems of the Shore Crest Phase II Resort comply with all applicable
environmental, pollution control and ecological laws, ordinances, rules and
regulations, and all governmental entities having jurisdiction over Shore Crest
Phase II Resort have issued all necessary permits, licenses or other
authorizations for the use and operation of such property. To the best of
Borrower's knowledge, the Shore Crest Phase II Resort has adequate storm and
sanitary sewage facilities, water and electrical supply, and other required
public utilities.

         3.11 SUBMITTALS. The Shore Crest Phase II Loan Documents and all
financial statements, refurbishing plans, budgets, schedules, opinions,
certificates, confirmations, contractor's statements, applications, rent rolls,
affidavits, agreements, and other materials submitted to the Lender in
connection with or in furtherance of the Shore Crest Phase II Loan Documents by
or on behalf of the Borrower fully and fairly state in all material respects the
matters with which they purport to deal, and neither misstate any material fact,
nor, separately or in the aggregate, fail to state any material fact necessary
to make the statements made not misleading; PROVIDED, HOWEVER, that such
representation and warranty is made to the best of Borrower's knowledge with
respect to such materials submitted to Lender which were prepared by parties
other than Borrower, the Guarantor or their respective employees.

         3.12 GOVERNMENTAL REQUIREMENTS. The Shore Crest Phase II Resort is and
at all times during the Shore Crest Phase II Loan will be used, operated and
sold in compliance with all zoning requirements (including parking and density
requirements or limitations), building codes, subdivision improvement
agreements, licensing requirements, all covenants, conditions and restrictions
of record, and all other Governmental Requirements and there are no Governmental
Requirements prohibiting the use and operation of such Resort for timeshare
purposes. The zoning and subdivision approval of the Shore Crest Phase II Resort
and the right and ability to use or operate such Resort are not in any way
dependent on or related to any real estate other than such Resort and its sister
resort, Shore Crest Vacations Villas Resort. To Borrower's knowledge, there are
no, nor are there any alleged or asserted, violations of Governmental
Requirements, law, regulations, ordinances, codes, permits, licenses,
declarations, covenants, conditions, or restrictions of record, or other
agreements relating to the Shore Crest Phase II Resort or any part thereof.
Borrower has obtained or is not aware of reasons why it cannot obtain all
necessary permits, licenses, consents and approvals (including obtaining
sufficient parking spaces and meeting all applicable density requirements) to
use and operate the Shore Crest Phase II Resort as a vacation time sharing
ownership plan and condominium in accordance with the requirements of this
Agreement and applicable law and to sell the Shore Crest Phase II Intervals and
Shore Crest Phase II Residential Condominium Units therein in full compliance
with applicable law.

         3.13 PROPERTY ACCESS. Shore Crest Phase II Resort has adequate direct
access to improved publicly dedicated roads.




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         3.14 FLOOD HAZARDS/WETLANDS. Except as disclosed in the Survey, the
Shore Crest Phase II Resort is not located in a flood zone as defined in the
Flood Disaster Protection Act of 1973, as amended, and such Resort is not
located within a wetlands as defined by any Governmental Authority.

         3.15 CONTRACTS WITH AFFILIATES. Except for the relationships and
transactions (the "APPROVED TRANSACTIONS") disclosed to Lender in writing and
set forth on Schedule 4, Borrower does not own any stock or interest in any
other Person or have any affiliates which have any involvement or interest in
the Shore Crest Phase II Resort in any way. All Approved Transactions were
negotiated in good faith, are arms-length transactions and all terms, covenants
and conditions which govern the Approved Transactions are at market rate.

         3.16 ENVIRONMENTAL LAWS. Except as set forth on Schedule 5 hereto, the
Shore Crest Phase II Resort is free of presence of all potentially unhealthy,
harmful or unlawful Hazardous Material. Except as set forth on Schedule 5
hereto, neither Borrower nor Guarantor, or to Borrower's knowledge, any other
Person has ever caused or permitted any Hazardous Materials to be used, handled,
placed, held, stored, located, discharged, released, manufactured, treated,
processed, produced, generated, transported or otherwise managed on, under or at
the Shore Crest Phase II Resort or any part thereof.

         3.17 INDEBTEDNESS OF BORROWER OR GUARANTOR. Neither Borrower nor
Guarantor has incurred any indebtedness which is secured, wholly or in part, by
the Shore Crest Phase II Resort or any part thereof (other than the Shore Crest
Phase II Loan).

         3.18 STATUS OF THE RESORT. The Shore Crest Phase II Resort is a
condominium with the number of Shore Crest Phase II Residential Condominium
Units set forth in Schedule 6 hereto and each such residential condominium unit
is subject to a timeshare regimen pursuant to which fifty-two (52) fee timeshare
intervals have been created in each such residential condominium unit, all as
provided for in the Shore Crest Phase II Master Deed. Borrower holds good and
marketable title to each of the Shore Crest Phase II Residential Condominium
Units set forth on Schedule 6 hereto and to the each of the Shore Crest Phase II
Intervals listed on said Schedule, and such Residential Condominium Units, and
Intervals are not encumbered by, or subject to, a lien, security interest,
mortgage, deed of trust, installment contract, agreement for deed, option
agreement, lease or other similar instrument except for the Shore Crest Phase II
Permitted Exceptions.

         3.19 CONSTRUCTION OF THE BUILDINGS. The Borrower has obtained
permanent, unconditional certificates of occupancy (or their equivalent) for the
Shore Crest Phase II Residential Condominium Units and such certificates of
occupancy (or their equivalent) remain in full force and effect.

         3.20 SHORE CREST PHASE II RESORT DOCUMENTS. Borrower has furnished to
the Lender true and correct copies of all Shore Crest Phase II Resort Documents
and all filings and/or recordations in order to establish the condominium and
the timeshare ownership regimens in respect of Shore Crest Phase II Resort have
been done and all applicable laws and statutes in connection therewith




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have been complied with. Borrower has furnished to the Lender true and correct
copies of the Shore Crest Phase II Master Deed and all documents related
thereto. The Borrower is in control of the Shore Crest Phase II Association.

         3.22 SALE OF SHORE CREST PHASE II INTERVALS. The sale and offering of
sale of Shore Crest Phase II Intervals (together with any Owner Beneficiary
Rights in and to the Club) (i) do not and will not constitute the sale, or the
offering of sale, of Securities subject to the registration requirements of the
Securities Act of 1933, as amended, or the blue-sky securities laws of South
Carolina, (ii) are done and will only be done in South Carolina or such other
states where any solicitation and/or sale thereof would not be in violation of
applicable law, (iii) do not violate and will not violate any applicable
federal, state or local consumer credit or sale rescission statute, including,
without limitation, any such statute of any State in which a Purchaser may
reside and (iv) do not violate and will not violate any other applicable
federal, state or local law, statute or regulation.

                      ARTICLE 4 - COVENANTS AND AGREEMENTS
                                   OF BORROWER

         So long as any portion of the Shore Crest Phase II Loan remains unpaid,
Borrower hereby covenants and agrees with Lender as follows:

         4.1 RELEASE PAYMENTS. At the time of the sale of any Shore Crest Phase
II Interval, Borrower shall pay Lender the applicable Shore Crest Phase II
Interval Release Payment, which payment shall be applied under the Shore Crest
Phase II Loan as follows: (a) first, to any unpaid Costs and expenses owing to
Lender hereunder or under any other Shore Crest Phase II Loan Document, (b)
second, to all accrued and unpaid interest in respect of the Shore Crest Phase
II Loan then due and payable, (c) third, to any other accrued and unpaid
interest in respect of the Shore Crest Phase II Loan, (d) fourth, to outstanding
principal balance of the Shore Crest Phase II Loan, (e) fifth, to any other
Indebtedness or obligations then outstanding and secured by the Shore Crest
Phase II Collateral hereunder and (f) lastly, to the Borrower. Borrower agrees
only to sell Shore Crest Phase II Intervals and not to sell Shore Crest Phase II
Residential Condominium Units as "whole" condominium units.

         4.2 MANDATORY PREPAYMENTS. If the outstanding principal balance of the
Shore Crest Phase II Loan shall exceed the amount set forth below on the date
corresponding to such amount as set forth below, then Borrower shall prepay to
the Lender the amount of such excess not later than five (5) Business Days after
such date and the same shall be applied to the then outstanding principal amount
of the Shore Crest Phase II Loan.

----------------------------------- --------------------------------------------
     DATE                            MAXIMUM OUTSTANDING AMOUNT OF SHORE
                                            CREST PHASE II LOAN
----------------------------------- --------------------------------------------

April 1, 2000                       $13,572,244
----------------------------------- --------------------------------------------

July 1, 2000                        $12,952,461
----------------------------------- --------------------------------------------







                                       11
<PAGE>   13

----------------------------------- --------------------------------------------
     DATE                            MAXIMUM OUTSTANDING AMOUNT OF SHORE
                                            CREST PHASE II LOAN
----------------------------------- --------------------------------------------

October 1, 2000                     $12,089,192
----------------------------------- --------------------------------------------

January 1, 2001                     $11,646,490
----------------------------------- --------------------------------------------

April 1, 2001                       $11,299,069
----------------------------------- --------------------------------------------

July 1, 2001                        $10,550,778
----------------------------------- --------------------------------------------

October 1, 2001                     $ 9,508,516
----------------------------------- --------------------------------------------

January 1, 2002                     $ 8,974,023
----------------------------------- --------------------------------------------

April 1, 2002                       $ 8,626,602
----------------------------------- --------------------------------------------

July 1, 2002                        $ 7,878,311
----------------------------------- --------------------------------------------

October 1, 2002                     $ 6,836,049
----------------------------------- --------------------------------------------

January 1, 2003                     $ 6,301,556
----------------------------------- --------------------------------------------

April 1, 2003                       $ 5,954,135
----------------------------------- --------------------------------------------

July 1, 2003                        $ 5,205,844
----------------------------------- --------------------------------------------

October 1, 2003                     $ 4,163,582
----------------------------------- --------------------------------------------

January 1, 2004                     $ 3,629,089
----------------------------------- --------------------------------------------

April 1, 2004                       $ 3,281,668
----------------------------------- --------------------------------------------

July 1, 2004                        $ 2,533,377
----------------------------------- --------------------------------------------

October 1, 2004                     $ 1,491,115
----------------------------------- --------------------------------------------

January 1, 2005                     $   956,622
----------------------------------- --------------------------------------------

April 1, 2005                       $   832,632
----------------------------------- --------------------------------------------

July 1, 2005                        $   565,577
----------------------------------- --------------------------------------------

October 1, 2005                     $   193,607
----------------------------------- --------------------------------------------


         4.3 COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS, NOTICE OF GOVERNMENTAL
AUTHORITY. Borrower shall timely comply with all Governmental Requirements
applicable to the Borrower and the Shore Crest Phase II Resort, including,
without limitation, maintaining an adequate number of parking spaces and
complying with all zoning requirements. Borrower






                                       12
<PAGE>   14

shall timely comply with and promptly furnish to Lender true and complete copies
of any notice or claim by any governmental entity pertaining to the Shore Crest
Phase II Resort.

         4.4 CORRECTION OF DEFECTS. Borrower shall correct or cause to be
corrected (a) any material defect in the Shore Crest Phase II Resort and (b) any
violation of any Governmental Requirements or any violation of any covenants,
conditions and restrictions affecting the Shore Crest Phase II Resort, if
applicable. Borrower shall defend, indemnify and save Lender harmless from all
claims, losses, costs, damages and expenses asserted or proven against Lender by
any Person as a result of the presence of any such defects, materials and any
compliance with applicable laws (including, without limitation, Environmental
Laws), regardless of whether such claims, costs, losses, damages and expenses
are actual or contingent, currently existing or arising in the future. The
foregoing indemnification shall survive the payment in full of the Shore Crest
Phase II Loan and all other indebtedness secured by the Shore Crest Phase II
Mortgage and the other Shore Crest Phase II Loan Documents and the release of
the Shore Crest Phase II Mortgage and the other Shore Crest Phase II Loan
Documents as to events occurring and causes of action arising before such
payment and release.

         4.5 RECORDS. Borrower shall keep adequate records and books of account
reflecting all financial transactions of Borrower and the Shore Crest Phase II
Association in which complete entries will be made in accordance with GAAP.

         4.6 MANAGEMENT. Borrower agrees that the manager and management
contract in respect of the Shore Crest Phase II Resort shall at all times be
satisfactory to Lender and the Borrower shall not agree to any amendments or
changes in respect thereof without the prior written consent of Lender.

         4.7 INSPECTION OF THE RESORT AND BOOKS AND RECORDS. Borrower shall, at
such reasonable times during normal business hours and as often as may be
reasonably requested, permit any agents or representatives of Lender to inspect
any portion of the Shore Crest Phase II Resort and any assets (including
financial and accounting books and records) of Borrower, to examine and make
copies of and abstracts from the records and books of account of any of such
Persons and to discuss their affairs, finances and accounts with any of their
respective officers, employees or independent public accountants. Borrower
acknowledges that Lender intends to conduct such audits and inspections on at
least an annual basis. All audits and property inspections shall be at the
expense of Borrower; PROVIDED, HOWEVER, that except with respect to any audits
and inspections conducted after an Event of Default hereunder, Borrower shall
not be required to pay in the aggregate hereunder, under the Master Agreement
and any Resort Documents thereunder or under the Warehouse Facility in excess of
Ten Thousand Dollars ($10,000) in any calendar year for inspections and audits
performed during such year.

         4.8 CASUALTY, CONDEMNATION. Borrower shall promptly notify Lender of
any fire or other casualty or any notice of taking or eminent domain action or
proceeding affecting the Shore Crest Phase II Resort, or the threat of any such
action or proceeding of which Borrower becomes aware.





                                       13
<PAGE>   15

Provided no Event of Default then exists and Borrower certifies as to same, the
net insurance proceeds shall be paid to Lender but shall be made available by
Lender for the restoration or repair of the Shore Crest Phase II Resort if: (i)
in Lender's reasonable judgment (a) restoration or repair and the continued
operation of the Shore Crest Phase II Resort is economically feasible, and (b)
the value of Lender's security is not reduced; (ii) the cost of restoration or
repair does not exceed the net insurance proceeds or Borrower; (iii) the loss
does not occur in the six (6) month period preceding the Shore Crest Phase II
Loan Maturity Date; and (iv) Lender's architect/engineers certify that the
restoration of the Shore Crest Phase II Resort can be completed at least ninety
(90) days prior to the Shore Crest Phase II Loan Maturity Date. Borrower shall
pay all amounts, in addition to the net insurance proceeds, necessary to pay in
full the cost of the restoration or repair.

         Notwithstanding the foregoing, it shall be a condition precedent to any
disbursement of insurance proceeds held by Lender hereunder that Lender (or, in
Lender's discretion, an architect, engineer or other construction expert
acceptable to Lender) shall have approved (x) all plans and specifications for
any proposed repair or restoration; (y) the construction schedule; and (z) the
architect's and general contractor's contracts for restoration; all costs of any
architect, engineer or construction expert retained by Lender shall be for the
account of Borrower and, upon demand by Lender, shall be promptly paid by
Borrower. Lender may establish other conditions it deems reasonably necessary to
assure the work is fully completed in a good and workmanlike manner free of all
liens or claims by reason thereof, and in compliance with all applicable laws,
rules and regulations. At Lender's option, the net insurance proceeds shall be
disbursed pursuant to a construction escrow acceptable to Lender. If an Event of
Default then exists, or any of the conditions set forth in this subsection have
not been met or satisfied, the net insurance proceeds (after deduction of
Lender's reasonable costs and expenses, if any, in collecting same) shall be
applied to the Shore Crest Phase II Loan in such order and manner as Lender may
elect, whether or not due and payable, with any excess paid to Borrower.

         The proceeds of any award, payment or claim for damages, direct or
consequential, in connection with any condemnation or other taking of any
portion or all of the Shore Crest Phase II Resort, or for conveyances in lieu of
condemnation, are hereby assigned to and shall be paid to Lender. Lender is
authorized (but is under no obligation) to collect any such proceeds. The
proceeds of any such award shall be made available by Lender for repair or
restorations of the Property in the same manner and upon the same conditions as
those set forth above for net insurance proceeds.

         Anything to the contrary herein notwithstanding, for so long as any
part of the Shore Crest Phase II Resort is subject to the Shore Crest Phase II
Resort Documents (1) any and all insurance proceeds arising from any damage or
destruction to the Shore Crest Phase II Resort subject to such documents and any
and all awards and payments with respect to condemnation or conveyances in lieu
thereof received by Lender shall be applied and used in accordance with the
provisions of such Documents and (2) the obligations of Borrower under this
Section 4.5 and the rights of Lender under this Section 4.5 shall be subject to
the rights and obligations of the Shore Crest Phase II Association under the
Shore Crest Phase II Resort Documents and applicable South Carolina law, as the
case may be.



                                       14
<PAGE>   16


         4.9 APPLICATION OF LOAN PROCEEDS. Borrower shall apply the proceeds of
the Shore Crest Phase II Loan for reimbursement of up to 85% of the purchase
price and construction costs of the Shore Crest Phase II Resort.

         4.10 ADDITIONAL DOCUMENTS. Borrower shall execute and deliver to
Lender, from time to time as requested by Lender, such other documents as shall
reasonably be necessary to provide the rights and remedies to Lender granted or
provided for by the Shore Crest Phase II Loan Documents.

         4.11 DEFENSE OF ACTIONS. Lender may (but shall not be obligated to)
commence, appear, in, or defend any action or proceeding purporting to affect
the Shore Crest Phase II Loan, the Shore Crest Phase II Resort, or the
respective rights and obligations of Lender and Borrower pursuant to this
Agreement. Lender may (but shall not be obligated to) pay all reasonable
necessary expenses, including reasonable attorneys' fees and expenses incurred
in connection with such proceedings or action, which Borrower agrees to repay to
Lender on demand.

         4.12 PAYMENT OF CHARGES. Borrower shall promptly pay or cause to be
paid when due all costs and expenses incurred in connection with the Shore Crest
Phase II Resort, and Borrower shall keep the Property free and clear of any
lien, tax, judgment, charge, assessment or claim (the "CHARGES") other than the
encumbrances of the Shore Crest Phase II Mortgage, the Shore Crest Phase II
Permitted Exceptions, and other liens approved in writing by Lender.
Notwithstanding anything to the contrary contained in this Agreement, Borrower
may (a) discharge in accordance with applicable law any such Charge or contest
the validity or amount of any claim of any contractor, consultant, architect, or
other Person providing labor, materials, or services with respect to the
Property, (b) contest any tax or special assessments levied by any governmental
entity, and (c) contest the enforcement of or compliance with any Governmental
Requirements. Any such contest on the part of Borrower shall not be an Event of
Default hereunder provided that (i) during the pendency of any such contest
Borrower shall, if requested by Lender, furnish to Lender and Title Company an
indemnity bond from a corporate surety satisfactory to Lender and Title Company
in an amount equal to one hundred fifty percent (150%) of the amount being
contested or other security reasonably acceptable to them; and (ii) Borrower
shall pay any amount adjudged by a court of competent jurisdiction (including
appellate courts) to be due, with all costs, interest, and penalties thereon,
before such judgment becomes a lien on the Shore Crest Phase II Resort or any
part thereof; and (iii) Borrower fulfills all of its obligations under this
Agreement during the pendency of any such contest.

         4.13 RESERVE STUDY. Borrower agrees to complete a reserve study in
respect of the Shore Crest Phase II Association and the Shore Crest Phase II
Resort and to submit the same to Lender on or prior to the second anniversary of
the date hereof. Such reserve study shall be satisfactory to Lender in its
reasonable discretion.

         4.14 CURRENT FINANCIAL REPORTS. So long as any portion of the Loan
remains outstanding, Borrower shall furnish the following to Lender:



                                       15
<PAGE>   17


                  (a) MONTHLY SALES ACTIVITY REPORTS. Within fifteen (15) days
         after the end of each month, a summary of sales activity at the Shore
         Crest Phase II Resort for such month, in form, content and detail
         acceptable to Lender in Lender's sole discretion.

                  (b) QUARTERLY FINANCIAL REPORTS. Within forty-five (45) days
         after the end of each fiscal quarterly period, unaudited financial
         statements of each of the Borrower and the Guarantor, certified by the
         chief financial officer of each such Person to be true and correct.

                  (c) YEAR-END FINANCIAL REPORTS. As soon as available and in
         any event within one hundred and twenty (120) days after the end of
         each fiscal year of each of the Guarantor and Borrower: (i) the
         consolidated and consolidating balance sheets of the Guarantor and its
         consolidated subsidiaries and the balance sheet of the Borrower as of
         the end of such year and the related consolidated and consolidating
         statements of income and cash flow for such fiscal year for the
         Guarantor and its consolidated subsidiaries and the related statements
         of income and cash flow for such fiscal year for Borrower; (ii) a
         schedule of all outstanding indebtedness of the Guarantor and the
         Borrower describing in reasonable detail each such debt or loan
         outstanding and the principal amount and amount of accrued and unpaid
         interest with respect to each such debt or loan; (iii) in the case of
         the Guarantor, copies of reports and any management letters from a firm
         of independent certified public accountants, selected by the Guarantor,
         which reports shall be unqualified as to going concern and scope of
         audit and shall state that such financial statements present fairly the
         financial position of the Guarantor and its consolidated subsidiaries,
         as of the dates indicated and the results of the Guarantor's operations
         and cash flow for the periods indicated in conformity with GAAP; and
         (iv) in the case of the Borrower, a certificate from the chief
         financial officer of the Borrower certifying that such financial
         statements present fairly the financial position of the Borrower, as of
         the dates indicated and the results of the Borrower's operations and
         cash flow for the periods indicated in conformity with GAAP;

                  (d) AUDIT REPORTS. Promptly upon receipt thereof, one (1) copy
         of each other report or management letter submitted to the Guarantor or
         the Borrower by independent public accountants in connection with any
         annual, interim or special audit made by them of the books of the
         Guarantor and/or the Borrower.

                  (e) OTHER REPORTS. Such other reports, statements, notices or
         written communications relating to the Guarantor and/or the Borrower,
         as Lender may require, in its reasonable discretion.

                  (f) SEC REPORTS. Promptly upon their becoming available one
         (1) copy of each financial statement, report, notice or proxy statement
         sent by the Guarantor to security holders generally, and of each
         regular or periodic report and any registration statement, prospectus
         or written communication (other than transmittal letters) in respect
         thereof filed by the Guarantor with, or received by the Guarantor in
         connection therewith from, any securities exchange or the Securities
         and Exchange Commission or any successor agency.



                                       16
<PAGE>   18


                  (g) TAX RECEIPTS. To the extent reasonably requested by the
         Lender, the Borrower, for so long as it shall be in control of the
         Shore Crest Phase II Resort, shall furnish Lender with copies of
         receipts or tax statements marked "Paid" to evidence the payment of all
         taxes levied on or in respect of such Resort prior to the date such
         taxes become delinquent.

                  (h) NOTICE OF LITIGATION, CLAIMS, AND FINANCIAL CHANGE. Notice
         of (i) any litigation against the Guarantor or the Borrower or
         affecting the Shore Crest Phase II Resort, which, if determined
         adversely, might have a material adverse effect upon the financial
         condition of the Guarantor or the Borrower or upon the Shore Crest
         Phase II Resort, (ii) any claim or controversy which might become the
         subject of such litigation, and (iii) any material adverse change in
         the financial condition of the Guarantor or the Borrower.

                  (i) SEMI-ANNUAL RESORT ASSOCIATION REPORTS. If reasonably
         requested by Lender, as soon as available and in any event within
         ninety (90) days after the end of each semiannual fiscal period of the
         Shore Crest Phase II Association: (I) the balance sheet of such
         Association as of the end of such semiannual period and the related
         statement of income and cash flow for such semiannual period, prepared
         in accordance with GAAP and subject to normal year-end adjustments; and
         (II) a schedule of all outstanding indebtedness of such Association
         describing in reasonable detail each such debt or loan outstanding and
         the principal amount and amount of accrued and unpaid interest with
         respect to each such debt or loan.

                  (j) YEAR-END RESORT ASSOCIATION REPORTS. As soon as available
         and in any event within one hundred and twenty (120) days after the end
         of each fiscal year of the Shore Crest Phase II Association: (i) the
         balance sheet of such Association as of the end of such year and the
         related statement of income and cash flow for such fiscal year; (ii) a
         schedule of all outstanding indebtedness of such Association describing
         in reasonable detail each such debt or loan outstanding and the
         principal amount and amount of accrued and unpaid interest with respect
         to each such debt or loan; and (iii) copies of reports from a firm of
         independent certified public accountants, which report shall be
         unqualified as to going concern and scope of audit and shall state that
         such financial statements present fairly the financial position of such
         Association as of the dates indicated and the results of its operations
         and cash flow for the periods indicated in conformity with GAAP.

         4.15 INSURANCE POLICIES. Borrower shall obtain or cause to be obtained
the Insurance Policies and shall keep the Insurance Policies, or shall cause the
Insurance Policies to be kept, in full force and effect at all times while the
Shore Crest Phase II Loan is outstanding. Borrower shall, in connection with any
renewal of the Insurance Policies, submit, or use commercially reasonable
efforts to cause the Shore Crest Phase II Association to submit, to the Lender
insurance certificates showing the type and amounts of such Insurance Policies
and the payment of premiums in respect thereof. Borrower shall give prompt
written notice to Lender of any changes in the coverage of any of the Insurance
Policies.



                                       17
<PAGE>   19


         4.16 BORROWER'S FINANCIAL MAINTENANCE REQUIREMENT. Borrower agrees to
pay the Shore Crest Phase II Association all dues and other moneys owing to it
under the Shore Crest Phase II Resort Documents and any other obligation of the
Borrower to pay dues and assessments or make whole any shortfall in the same.

         4.17 HOLD HARMLESS. Borrower shall indemnify Lender and hold Lender
harmless from and against any and all liabilities, indebtedness, losses,
damages, penalties, actions, judgments, suits, claims, costs, expenses, and
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against Lender, in any way relating to or arising out of (a) this
Agreement and/or the Shore Crest Phase II Loan Documents and/or (b) any of the
transactions contemplated therein or thereby (including those in any way
relating to or arising out of the violation by Borrower of any federal or state
laws) other than liabilities, indebtedness, losses, damages, penalties, actions,
judgments, suits, claims, costs, expenses and disbursements which are caused by
the Lender's material breach of, or gross negligence or willful misconduct with
respect to, its actions or inactions under this Agreement and the other Shore
Crest Phase II Loan Documents. Upon receiving knowledge of any suit, claim or
demand asserted by a third party that Lender believes is covered by this
indemnity, and subject to the condition that no Event of Default under this
Agreement shall then exist, Lender shall give Borrower notice of the matter and
an opportunity to defend it, at Borrower's sole cost and expense, with legal
counsel satisfactory to Lender. Notwithstanding any defense by Borrower of any
such suit, claim or demand, Lender shall have the right to participate in any
material decision affecting the conduct or settlement of any dispute or
proceeding for which indemnification may be claimed. The provisions of this
Section shall survive the payment in full of the Shore Crest Phase II Loan and
all other indebtedness secured by the Shore Crest Phase II Mortgage and the
other Shore Crest Phase II Loan Documents and the release of the Shore Crest
Phase II Mortgage and the other Shore Crest Phase II Loan Documents as to events
occurring and causes of action arising before such payment and release.

         4.18 CROSS DEFAULT, CROSS COLLATERALIZATION. The documents and
instruments evidencing and securing the Shore Crest Phase II Loan shall also
secure each of the other Resort Loans, under and as defined in the Master
Agreement, and the obligations of the Guarantor and the Borrower under the
Warehouse Facility. Any event of default under any of such Resort Loans or under
the Warehouse Facility shall be an Event of Default hereunder.

         4.19 NET WORTH; COVERAGE RATIO; LEVERAGE RATIO. Borrower covenants that
on and after the date hereof and so long as the Shore Crest Phase II Loan shall
be outstanding or there are any outstanding obligations of Guarantor under the
Shore Crest Phase II Guarantee, Borrower and Guarantor will comply with the
covenants set forth in Sections 5.7, 5.8 and 5.9 of the Warehouse Facility (as
in effect on the date hereof and notwithstanding any termination or expiration
of said Warehouse Facility after the date hereof), and such covenants and the
definitions used therein are hereby incorporated herein in their entirety as if
set forth at length herein.

         4.20 SUBORDINATED OBLIGATIONS. Borrower will not, directly or
indirectly, (a) permit any payment to be made in respect of any indebtedness,
liabilities or obligations, direct or contingent, to


                                       18
<PAGE>   20

any Affiliates (excluding trade payables incurred in the ordinary course of
business), or (b) permit the amendment, rescission or other modification of any
of such indebtedness, liabilities or obligations in such a manner as to affect
adversely the lien priority of any of the Shore Crest Phase II Collateral
granted to Lender or to cause a Material Adverse Effect.

         4.21 CONSOLIDATION AND MERGER. Borrower will not consolidate with or
merge into any other Person or permit any other Person to consolidate with or
merge into it unless (a) the Borrower shall be the continuing corporation or the
successor corporation shall be a corporation organized under the laws of the
United States of America or any State thereof and shall expressly assume the due
and punctual payment of the Shore Crest Phase II Loan and all Indebtedness in
respect thereof and shall further assume the due and punctual performance and
observance of all of the covenants and conditions of this Agreement, the other
Shore Crest Phase II Loan Documents and the Shore Crest Phase II Resort
Documents to be performed and observed by the Borrower, in each case, pursuant
to an amendment hereto or other form of assumption agreement in form
satisfactory to the Lender, in its sole discretion, and (b) the Borrower shall
not be in default of any covenant, representation, warranty or condition
hereunder or under any of the other Shore Crest Phase II Loan Documents or any
of the Shore Crest Phase II Resort Documents either prior thereto or after
giving effect to such assumption.

         4.22 RESTRICTIONS ON TRANSFERS. Borrower shall not, without obtaining
the prior written consent of Lender, which may be granted or withheld in
Lender's sole discretion, (a) transfer, sell, pledge, convey, assign or encumber
any interest in the Shore Crest Phase II Resort, except for the sale of Shore
Crest Phase II Intervals to Purchasers or other third-party purchasers on an
arm's-length basis, the sale of Owner Beneficiary Rights on an arm's-length
basis and the encumbrance of the Shore Crest Phase II Mortgage and the Shore
Crest Phase II Assignment of Leases and Rents in connection herewith; (b) permit
any sale, assignment, encumbrance, dilution or other disposition of any
ownership interests in Borrower except to Guarantor; or (c) permit the creation
of any new ownership interests in Borrower, except to the extent such new
ownership interests are owned or controlled by the Guarantor.

         4.23 RESTRICTIONS. Other than the Shore Crest Phase II Permitted
Exceptions or the Shore Crest Phase II Resort Documents, Borrower shall not
impose any covenants, easements or other encumbrances upon the Shore Crest Phase
II Resort or execute or file any subdivision plat affecting the Shore Crest
Phase II Resort without the prior written consent of Lender, which shall not be
unreasonably withheld.

         4.24 MODIFICATION OF RESORT DOCUMENTS. Without Lender's prior written
consent, Borrower shall not amend, modify or terminate any of the Shore Crest
Phase II Resort Documents or any other covenants, conditions, easements or
restrictions affecting the Shore Crest Phase II Resort (or any portion thereof)
or relinquish any developer or declarant control that it currently possesses,
except that if any amendment or modification is required either (a) to cause
additional phases to be annexed into the timeshare regimen of the Shore Crest
Phase II Resort Documents, as currently contemplated therein, (b) by law,
Borrower shall implement the same. Borrower shall deliver to


                                       19
<PAGE>   21

Lender copies of each such amendment or modification promptly, and in any case
within ten (10) days, after the execution thereof or (c) to correct minor errors
or to otherwise make ministerial additions or deletions, none of which (either
individually or in the aggregate) would have a Material Adverse Effect. Without
limiting the scope of the immediately preceding sentence, Borrower shall not
materially amend, modify or assign to any Person any management, marketing,
servicing, maintenance or other similar contract for or in respect of the Shore
Crest Phase II Resort except as provided for herein or in the other Shore Crest
Phase II Loan Documents.

         4.25 YEAR 2000. Borrower has made an assessment of the microchip and
computer-based systems and the software used in its business and based upon such
assessment believes that they will be "Year 2000 Compliant" by or before January
1, 2000, except where the failure to be so "Year 2000 Compliant" would not have
a Material Adverse Effect. "Year 2000 Compliant" means that all software,
embedded microchips and other processing capabilities utilized by, and material
to the business operations or financial condition of, the Borrower are able to
interpret, store, transmit, receive and manipulate data on and involving all
calendar dates correctly and without causing any abnormal ending scenarios in
relation to dates in and after the Year 2000.

         4.26 ENVIRONMENTAL. Borrower will not, and will not permit any Person
to, use, generate, treat, store or dispose of any Hazardous Materials in or on
the Shore Crest Phase II Resort except where the same is in compliance with all
applicable Environmental Laws or would not have or produce a Material Adverse
Effect. If the Lender, at any time, has a reasonable basis to believe that the
Borrower or the Shore Crest Phase II Resort may be in violation of any
Environmental Law, then Borrower agrees, upon request from the Lender, to
provide the Lender with such reports, certificates, engineering studies or other
written materials or data as the Lender may require, in its reasonable
discretion, so as to satisfy the Lender that the Borrower and/or the Shore Crest
Phase II Resort are in compliance with all applicable Environmental Laws and
that the marketability and value of the Shore Crest Phase II Resort is
adequately maintained. The Borrower's undertakings under this Section 4.26 are
in addition to its undertakings under Section 4.4 hereof.

         4.27 VOTING. Notwithstanding the terms of the By-Laws of the Shore
Crest Phase II Association, Borrower agrees not to vote in respect of any of the
following without the prior written consent of the Lender: (a) in connection
with any material casualty, taking or condemnation of the condominiums or common
elements established by the Shore Crest Phase II Master Deed (or any part
thereof), (b) pertaining to the amendment of the articles of incorporation or
bylaws of the Shore Crest Phase II Association, (c) pertaining to the amendment
of the Shore Crest Phase II Master Deed (other than as permitted under Section
4.24 hereof) or (d) any other matter upon which a vote may be taken if an Event
of Default shall have occurred and be continuing. In the case of the exercise of
its rights and remedies in respect of the Shore Crest Phase II Intervals and/or
the Shore Crest Phase II Residential Condominium Units under the Shore Crest
Phase II Mortgage, the Borrower will, at the written request of Lender, obtain
the resignations of each of the directors elected and/or appointed by the
Borrower to the Board of Directors of each of Shore Crest Phase II Association
and will deliver them to Lender.


                                       20
<PAGE>   22


                               ARTICLE 5 - DEFAULT

         An "Event of Default" shall exist if any of the following shall occur:

         5.1 PAYMENTS. Any Indebtedness is not paid within five (5) business
days of the date when due, whether by acceleration or otherwise.

         5.2 FINANCIAL COVENANT DEFAULTS; OTHER DEFAULTS. Any failure by the
Guarantor or the Borrower to comply with the financial covenants set forth in
Section 4.19 hereof or the existence of any default or event of default under
the Shore Crest Phase II Mortgage or any other Shore Crest Phase II Loan
Document.

         5.3 OTHER COVENANT DEFAULTS. Borrower shall fail to perform or observe
any covenant, agreement or obligation contained in this Agreement or in any of
the Shore Crest Phase II Loan Documents (other than as contemplated in Sections
5.1 or 5.2 above), and such failure shall continue for thirty (30) days after
Lender delivers written notice thereof to Borrower, PROVIDED, HOWEVER, if the
failure is incapable of cure within such thirty (30) day period and Borrower
shall be diligently pursuing a cure, such thirty (30) day cure period shall be
extended by an additional period not to exceed sixty (60) days.

         5.4 WARRANTIES OR REPRESENTATIONS. Any statement, representation or
warranty in this Agreement, any of the other Shore Crest Phase II Loan
Documents, any financial statement or any other writing delivered by Guarantor
or Borrower to Lender in connection with this Agreement is false, misleading or
incorrect in any material respect as of the date made.

         5.5 DEFAULT IN OTHER RESORT LOANS OR THE WAREHOUSE FACILITY OR OTHER
INDEBTEDNESS. Any default by the Guarantor, the Borrower or any Affiliate in the
payment of indebtedness for borrowed money in an aggregate principal amount in
excess of $1,000,000 (including, without limitation, any default by the
Guarantor, the Borrower or any Affiliate in the payment of indebtedness for
borrowed money owing to Lender under the Warehouse Facility or any other
agreement) after the expiration of any applicable grace or cure period; any
other default under such indebtedness which accelerates or permits the
acceleration (after the giving of notice or passage of time, or both) of the
maturity of such indebtedness or any default under such indebtedness which
permits the holders of such indebtedness to elect a majority of the Board of
Directors of the Guarantor; or the occurrence and continuance of any default
(after the expiration of any applicable grace or cure period) or any event of
default under any of the Resort Loan Documents, as defined in the Master
Agreement. For the avoidance of doubt, a default or the occurrence and
continuance of an Event of Termination under the Purchase Facility shall not
constitute an Event of Termination under Section 6(e) of the Master Agreement.

         5.6 PURCHASE FACILITY. Purchases of receivables under the Purchase
Facility shall have been suspended, deferred or terminated or the Purchase
Facility shall have been terminated, PROVIDED that this Section 5.6 shall not be
deemed to have been activated if, but only if, (a) receivables cannot




                                       21
<PAGE>   23

be purchased under the Purchase Facility by virtue of the maximum limitation on
the amount of purchases set forth in the Purchase Facility having been reached,
or because any Eligible Resort under the Master Agreement shall not have been
approved by Lender as an "Additional Resort" under the Purchase Facility, or
because Lender shall have reviewed and rejected receivables associated with the
Club or (b) because the "seller" thereunder shall have voluntarily elected not
to use the Purchase Facility or not to renew the "program" provided by the
Purchase Facility on and after the date of its scheduled expiration.

         5.7 JUDGEMENTS. The issuance, filing or levy against the Guarantor or
the Borrower of one or more attachments, injunctions, executions, tax liens or
judgments for the payment of money cumulatively in excess of $1,000,000, which
is not discharged in full or stayed within thirty (30) days after issuance or
filing.

         5.8 BANKRUPTCY. Guarantor or Borrower:

                  (a) does not pay its debts as they become due or admits in
         writing its inability to pay its debts or makes a general assignment
         for the benefit of creditors; or

                  (b) commences any case, proceeding or other action seeking
         reorganization, arrangement, adjustment, liquidation, dissolution or
         composition of it or its debts under any Debtor Relief Laws; or

                  (c) in any involuntary case, proceeding or other action
         commenced against it which seeks to have an order for relief entered
         against it, as debtor, or seeks reorganization, arrangement,
         liquidation, dissolution or composition of it or its debts under any
         Debtor Relief Laws, (i) fails to obtain a dismissal of such case,
         proceeding or other action within sixty (60) days of its commencement,
         or (ii) converts the case from one chapter of the Federal Bankruptcy
         Code to another chapter, or (iii) is the subject of an order for
         relief; or

                  (d) conceals, removes, or permits to be concealed or removed
         any part of its property, with intent to hinder, delay or defraud its
         creditors or any of them, or makes or suffers a transfer of any of its
         property which may be fraudulent under any bankruptcy, fraudulent
         conveyance or similar law; or makes any transfer of its property to or
         for the benefit of a creditor at a time when other creditors similarly
         situated have not been paid; or suffers or permits, while insolvent,
         any creditor to obtain a lien upon any of its property through legal
         proceedings which is not vacated within sixty (60) days from the date
         thereof; or

                  (e) has a trustee, receiver, custodian or other similar
         official appointed for, or take possession of, all or any part of its
         property or has any court take jurisdiction of any other of its
         property which continues for a period of sixty (60) days; or



                                       22
<PAGE>   24


                  (f) fails to have discharged within a period of thirty (30)
         days any attachment, sequestration, or similar writ levied upon any
         property of such owner.

         5.9 GUARANTY. Failure by the Guarantor to comply with the terms of the
Shore Crest Phase II Guaranty or any other document executed by the Guarantor in
connection with the Shore Crest Phase II Loan, after the expiration of any
applicable notice and cure periods, or the Shore Crest Phase II Guaranty or the
Shore Crest Phase II Completion Guaranty shall have been terminated, revoked or
declared invalid.

         5.10 STAY. The issuance of any stay order, cease and desist order or
similar judicial or nonjudicial sanction limiting or otherwise affecting the
sale of Shore Crest Phase II Intervals and any such order or sanction shall have
been outstanding for more than 60 days from the date of its entry and shall not
have been discharged in full or stayed by appeal, bond or otherwise; or

         5.11 ZONING AND LICENSES. The revocation of any license, parking rights
or assignment, zoning authorizations, certificate or certificates of occupancy
or other permits, approvals or authorizations granted by any applicable
governmental entity which would have a Material Adverse Effect.

         5.12 TERMINATION EVENT. The existence and continuance of a Termination
Event under, and as defined in, the Master Agreement, PROVIDED that the
Termination Event set forth in Section 6(f) of the Master Agreement shall be
qualified to the same extent as set forth in Section 5.6 above.

                    ARTICLE 6 - RIGHTS AND REMEDIES OF LENDER

         6.1 REMEDIES UPON DEFAULT. Upon the occurrence and during the
continuance of an Event of Default, Lender may take any one or more of the
following actions, all without notice to Borrower:

         (a) ACCELERATION. Declare the unpaid principal balance of the Shore
         Crest Phase II Loan and all other Indebtedness, or any part thereof,
         immediately due and payable, whereupon the same shall be due and
         payable.

         (b) JUDGMENT. Reduce Lender's claim to judgment, foreclose or otherwise
         enforce Lender's security interest in all or any part of the Shore
         Crest Phase II Collateral by any available judicial procedure.

         (c) SALE OF COLLATERAL. Exercise all the rights and remedies of a
         secured party on default under the Code (whether or not the Code
         applies to the affected Shore Crest Phase II Collateral) including (i)
         require Borrower to, and Borrower hereby agrees that it will, at its
         expense and upon request of Lender forthwith, assemble all or part of
         the Shore Crest Phase II Collateral as directed by Lender and make it
         available to Lender at a place to be designated by Lender which is
         reasonably convenient to both parties; (ii) enter upon any premises of




                                       23
<PAGE>   25

         Borrower and take possession of the Shore Crest Phase II Collateral;
         and (iii) sell the Shore Crest Phase II Collateral or any part thereof
         in one or more parcels at public or private sale, at any of the
         Lender's offices or elsewhere, at such time or times, for cash, on
         credit or for future delivery, and at such price or prices and upon
         such other terms as Lender may deem commercially reasonable. Borrower
         agrees that, to the extent notice of sale shall be required by law, ten
         (10) days notice of the time and place of any sale shall constitute
         reasonable notification. At any sale of the Shore Crest Phase II
         Collateral, if permitted by law, Lender may bid (which bid may be, in
         whole or in part, in the form of cancellation of indebtedness) for the
         purchase of the Shore Crest Phase II Collateral or any portion thereof
         for the account of Lender. Borrower shall remain liable for any
         deficiency. Lender shall not be required to proceed against any Shore
         Crest Phase II Collateral but may proceed against Borrower and/or the
         Guarantor directly. To the extent permitted by law, Borrower hereby
         specifically waives all rights of redemption, stay or appraisal which
         it has or may have under any law now existing or hereafter enacted.

         (d) RECEIVER. Apply by appropriate judicial proceedings for appointment
         of a receiver for the Shore Crest Phase II Collateral, or any part
         thereof, and Borrower hereby consents to any such appointment.

         (e) OPERATION. Take possession of and operate Phase II of the Shore
         Crest Phase II Resort (including, without limitation, any part thereof
         operating as a hotel or transient lodging facility), collect all
         receivables and other revenues in respect thereof and do any and every
         act which Borrower might do on its own behalf, and Borrower hereby
         irrevocably appoints and constitutes Lender its lawful
         attorney-in-fact, with full power of substitution for the purposes
         aforesaid, it being understood that the foregoing power of attorney
         shall be a power coupled with an interest and cannot be revoked.

         (f) ACCOUNTS RECEIVABLE. Lender may, in its sole discretion,
         communicate at any time and from time to time with any account debtor
         or other obligor in respect of any account, receivable or general
         intangible constituting a part of the Shore Crest Phase II Collateral
         with regard to the lien of Lender thereon and any other matter relating
         thereto. Lender shall have the right to (i) require that all payments
         on all accounts, receivables and general intangibles constituting, in
         each case, a part of the Shore Crest Phase II Collateral be paid
         directly to Lender or to such Person as Lender may designate and to
         receive, collect, hold and apply the same in accordance with this
         Agreement and the other Shore Crest Phase II Loan Documents. Borrower
         hereby further irrevocably authorizes, directs and empowers Lender to
         collect and receive all checks and drafts evidencing such payments and
         to endorse such checks and drafts in the name of Borrower and upon such
         endorsement to collect and receive the money therefor.

         (g) EXERCISE OF OTHER RIGHTS. Exercise any and all other rights or
         remedies afforded by any applicable laws or by the Shore Crest Phase II
         Loan Documents as Lender shall deem appropriate, at law, in equity or
         otherwise, including the right to bring suit or other






                                       24
<PAGE>   26

         proceeding, either for specific performance of any covenant or
         condition contained in the Shore Crest Phase II Loan Documents or in
         aid of the exercise of any right or remedy granted to Lender in the
         Shore Crest Phase II Loan Documents.

          6.2 OFFSETS; APPLICATION OF COLLATERAL. Upon the occurrence and during
the continuance of an Event of Default, Lender may apply and offset against the
Indebtedness (a) any and all of the Shore Crest Phase II Collateral in its
possession, any and all balances, credits, deposits, accounts, reserves,
indebtedness or other moneys of Borrower (whether or not then due or owing to
Borrower) held by Lender or any agent of Lender hereunder or under any other
financing agreement or any Shore Crest Phase II Loan Document or otherwise and
(b) all other property at any time held or owing by the Lender to or for the
account of the Borrower.

          6.3 WAIVERS. No waiver by Lender of any Event of Default shall be
deemed to be a waiver of any other or subsequent Event of Default. No delay or
omission by Lender in exercising any right or remedy under the Shore Crest Phase
II Loan Documents shall impair such right or remedy or be construed as a waiver
thereof or an acquiescence therein, nor shall any single or partial exercise of
any such right or remedy preclude other or further exercise thereof, or the
exercise of any other right or remedy under the Shore Crest Phase II Loan
Documents or otherwise. Further, Borrower and Guarantor each severally waive
notice of the occurrence and continuance of any Event of Default, presentment
and demand for payment, protest, and notice of protest, notice of intention to
accelerate, acceleration and nonpayment, and agree that their respective
liability shall not be affected by any renewal or extension in the time of
payment of the Indebtedness, or by any release or change in any security for the
payment or performance of the Indebtedness, regardless of the number of such
renewals, extensions, releases or changes. Borrower also hereby waives the right
to assert any statute of limitations as a bar to the enforcement of the lien
created by any of the Shore Crest Phase II Loan Documents or to any action
brought to enforce the Shore Crest Phase II Note or any other obligation secured
by the Shore Crest Phase II Loan Documents.

          6.4 CUMULATIVE RIGHTS. All rights and remedies available to Lender
under the Shore Crest Phase II Loan Documents shall be cumulative and in
addition to all other rights and remedies granted to Lender at law or in equity,
whether or not the Indebtedness is due and payable and whether or not Lender
shall have instituted any suit for collection or other action in connection with
the Shore Crest Phase II Loan Documents.

          6.5 MARSHALLING WAIVER. Borrower waives any and all rights to require
the marshalling of assets in connection with the exercise of any of the remedies
hereunder.

          6.6 APPLICATION OF PROCEEDS. The proceeds of any exercise of rights
with respect to the Shore Crest Phase II Collateral or any part thereof shall be
paid to and applied as follows:




                                       25
<PAGE>   27

                  FIRST, to the payment of

                         (i) all Costs in connection therewith, including,
                  without limitation, (1) attorneys' fees for advice, counsel or
                  other legal services, (2) costs and expenses incurred as a
                  result of pursuing, reclaiming, seeking to reclaim, taking,
                  keeping, removing, storing, advertising for sale, selling and
                  foreclosing on the Shore Crest Phase II Collateral and any and
                  all other charges and expenses in connection therewith, and
                  (3) any costs and expenses (including, without limitation,
                  costs and expenses in the management and operation of the
                  Shore Crest Phase II Resort) provided for in the Shore Crest
                  Phase II Assignment of Leases and Rents, the Shore Crest Phase
                  II Mortgage or any other Shore Crest Phase II Loan Document,

                         (ii) all taxes, assessments or liens superior to the
                  lien of this Agreement or the other Shore Crest Phase II Loan
                  Documents, except any taxes, assessments or other superior
                  liens subject to which any sale of Shore Crest Phase II
                  Collateral may have been made, and

                         (iii) all other fees, costs and expenses otherwise
                  payable hereunder;

                  SECOND, towards the payment of accrued and unpaid interest
           then due and payable, if any, at the Default Rate in respect of the
           Shore Crest Phase II Loan,

                  THIRD, towards the payment of all other accrued and unpaid
           interest, if any, then due and payable in respect of the Shore Crest
           Phase II Loan,

                  FOURTH, to the payment of the principal amount of the Shore
           Crest Phase II Loan and all other Indebtedness, and

                  FIFTH, to the payment of any other obligations secured by the
           Shore Crest Phase II Collateral, and

                  SIXTH, to the payment of the surplus, if any, to the Borrower,
           its successors and assigns, or to whomsoever may be lawfully entitled
           to receive the same, PROVIDED that if any Indebtedness or other
           obligations secured by the Shore Crest Phase II Collateral then due
           and payable shall not have been paid in full, any such surplus shall
           continue to be held as Shore Crest Phase II Collateral hereunder and
           shall continue to be subject to the terms and conditions hereof until
           such Indebtedness and obligations then due and payable shall have
           been paid in full.

                  The Borrower shall remain liable hereunder for payment of any
           deficiency owing on the Indebtedness after application of such
           proceeds.



                                       26
<PAGE>   28

                    ARTICLE 7 - GENERAL TERMS AND CONDITIONS

          7.1 NOTICES. Any notice or other communication required or permitted
to be given shall be in writing addressed to the respective party as set forth
below and may be personally served, telecopied, or sent by overnight courier, or
sent by registered or certified U.S. Mail return receipt requested, and shall be
deemed given: (a) if served in person, when served; (b) if telecopied, on the
date of transmission if before 3:00 p.m. (Chicago time) on a business day
otherwise, on the next business day; PROVIDED that a confirmation of the receipt
of any such telecopy is obtained and retained by the sending party and that a
hard copy of such notice is also sent pursuant to (c) or (d) below; (c) if by
overnight courier, on the first business day after delivery to the courier; or
(d) if by certified or registered U.S. Mail, return receipt requested, on the
fourth (4th) day after deposit in the mail postage prepaid.

         Notices to Borrower or Guarantor:   Bluegreen Corporation
                                             4960 Blue Lake Drive
                                             Boca Raton, Florida 33431
                                             Attn:  Patrick Rondeau, Esq.
                                             Telephone No.: (561) 912-8005
                                             Telecopy: (561) 912-8299

         Notices to Lender:                  Heller Financial, Inc.
                                             Attn:  Portfolio Manager, Vacation
                                                    Ownership
                                             HREF Loan No. 98-087-0202
                                             500 West Monroe St.
                                             Chicago, Illinois 60661
                                             Telecopy: (312) 441-7924

         With a copy to:                     Heller Financial, Inc.
                                             Attn:  Vacation Ownership Legal
                                                    Representative
                                             HREF Loan No. 98-087-0202
                                             500 West Monroe St.
                                             Chicago, Illinois 60661
                                             Telecopy: (312) 441-7924



          7.2 ENTIRE AGREEMENT AND MODIFICATIONS. This Agreement and the Shore
Crest Phase II Loan Documents constitute the entire understanding and agreement
between the Borrower, the Lender and the Guarantor with respect to the
transactions arising in connection with the Shore Crest Phase II Loan and
supersede all prior written or oral understandings and agreements between the
undersigned in connection therewith. No provision of this Agreement or the other
Shore Crest Phase II Loan Documents may be modified, waived, terminated,
supplemented, changed or amended except by a written instrument executed by all
parties hereto or thereto.






                                       27
<PAGE>   29

          7.3 SEVERABILITY. In case any of the provisions of this Agreement
shall for any reason be held to be invalid, illegal, or unenforceable, such
invalidity, illegality, or unenforceability shall not affect any other provision
hereof, and this Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained herein.

          7.4 ELECTION OF REMEDIES. Lender shall have all of the rights and
remedies granted herein and in the Shore Crest Phase II Loan Documents and
available at law or in equity, and these same rights and remedies shall be
cumulative and may be pursued separately, successively, or concurrently against
the Guarantor, the Borrower or any property encumbered by the Shore Crest Phase
II Loan Documents, at the sole discretion of Lender. The exercise or failure to
exercise any of the same shall not constitute a waiver or release thereof or of
any other right or remedy, and the same shall be nonexclusive.

          7.5 FORM AND SUBSTANCE. All documents, certificates, insurance
policies, evidence, and other items required under this Agreement to be executed
and/or delivered to Lender shall be in form and substance satisfactory to Lender
in Lender's sole discretion.

          7.6 NO THIRD PARTY BENEFICIARY. This Agreement is for the sole benefit
of Lender and Bluegreen and is not for the benefit of any third party.

          7.7 BLUEGREEN IN CONTROL. In no event shall Lender's rights and
interests under the Shore Crest Phase II Loan Documents be construed to give
Lender the right to, or be deemed to indicate that Lender is in control of the
business, management or properties of Guarantor or Borrower or has power over
the daily management functions and operating decisions made by the Guarantor or
Borrower. The execution and delivery of the Shore Crest Phase II Loan Documents
and the granting of the liens in and to the Shore Crest Phase II Collateral
shall not subject the Lender to, or transfer or pass to the Lender or in any way
affect or modify, the liability of the Borrower under any or all of its
contracts, receivables, general intangibles and/or Shore Crest Phase II Resort
Documents, it being understood and agreed that notwithstanding this Agreement
and the other Shore Crest Phase II Loan Documents, and the granting of the liens
in and to the Shore Crest Phase II Collateral, all of the obligations of the
Borrower (whether as owner, chattel lessee, vendor, mortgagee, declarant, Shore
Crest Phase II Residential Condominium Unit owner, Shore Crest Phase II Interval
owner or otherwise) to each and every other party under each and every one of
the contracts, accounts, general intangibles and/or Shore Crest Phase II Resort
Documents shall be and remain enforceable by such other party, its successors
and assigns, only against the Borrower or Persons other than the Lender, and the
Lender has not assumed any of the obligations or duties of the Borrower under or
with respect to any of the foregoing.

          7.8 NUMBER AND GENDER. Whenever used herein, the singular number shall
include the plural and the plural the singular, and the use of any gender shall
be applicable to all genders.





                                       28
<PAGE>   30

          7.9 CAPTIONS. The captions, headings, and arrangements used in this
Agreement are for convenience only and do not in any way affect, limit, amplify,
or modify the terms and provisions hereof.

          7.10 APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Illinois (without regard to
conflicts of law principles) and the laws of the United States applicable to
transactions within such state.

          7.11 VENUE. EACH OF BORROWER AND GUARANTOR HEREBY CONSENTS TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF COOK,
STATE OF ILLINOIS AND IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S ELECTION, ALL
ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE
LITIGATED IN SUCH COURTS. EACH OF BORROWER AND GUARANTOR EXPRESSLY SUBMITS AND
CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS. EACH OF BORROWER AND GUARANTOR HEREBY WAIVES PERSONAL
SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY
BE MADE UPON SUCH PERSON BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, ADDRESSED TO SUCH PERSON, AT THE ADDRESS SET FORTH IN THIS AGREEMENT
AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN
POSTED.

          7.12 JURY TRIAL WAIVER. BORROWER, GUARANTOR AND LENDER HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS AGREEMENT. BORROWER, GUARANTOR AND LENDER
ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT
AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE
DEALINGS. BORROWER, GUARANTOR AND LENDER WARRANT AND REPRESENT THAT EACH HAS HAD
THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

          7.13 COSTS. Borrower agrees to promptly pay all Costs and all such
Costs shall be included as additional Indebtedness bearing interest at the
Default Rate until paid. Without limiting the generality of the foregoing, in
any action hereunder between the parties hereto, the prevailing party shall be
entitled to attorneys' fees and costs including those for pretrial, trial and
appellate proceedings.

          7.14 COUNTERPARTS. This Agreement may be signed in multiple
counterparts which taken together shall constitute the entire agreement between
the parties.






                                       29
<PAGE>   31

          7.15 CONSENT TO ADVERTISING AND PUBLICITY. Lender may issue and
disseminate to the public press releases and other information describing the
credit accommodations entered into pursuant to this Agreement, PROVIDED that
Guarantor shall approve the description of such credit accommodation, which
approval shall not be unreasonably withheld.

          7.16 SURVIVAL. All representations, warranties, covenants and
agreements made by Borrower herein, in the other Shore Crest Phase II Loan
Documents or in any other agreement, document, instrument or certificate
delivered by or on behalf of Borrower under or pursuant to the Shore Crest Phase
II Loan Documents shall be considered to have been relied upon by Lender and
shall survive the delivery to Lender of such Shore Crest Phase II Loan Documents
and the extension of the Indebtedness (and each part thereof), regardless of any
investigation made by or on behalf of Lender.

          7.17 PROTECTION OF COLLATERAL. Lender may at any time and from time to
time take such actions as Lender deems necessary or appropriate to protect
Lender's liens and security interests in and to preserve the Shore Crest Phase
II Collateral. Borrower agrees to cooperate fully with all of Lender's efforts
to preserve the Shore Crest Phase II Collateral and Lender's liens and security
interests therein.

          7.18 PERFORMANCE BY LENDER. If Borrower fails to perform any agreement
contained herein or in any other Shore Crest Phase II Loan Document, Lender may,
but shall not be obligated to, cause the performance of such agreement, and the
expenses of Lender incurred in connection therewith shall be payable by Borrower
pursuant to Section 7.13 hereof.

          7.19 POWER OF ATTORNEY. Borrower does hereby irrevocably constitute
and appoint Lender as Borrower's true and lawful agent and attorney-in-fact,
with full power of substitution, for Borrower and in Borrower's name, place and
stead, or otherwise, to (a) endorse any checks or drafts payable to Borrower in
the name of Borrower and in favor of Lender as provided in Section 6.1(f) above;
(b) to demand and receive from time to time any and all property, rights,
titles, interests and liens hereby sold, assigned and transferred, or intended
so to be, and to give receipts for same; and (c) upon the occurrence and during
the continuance of any Event of Default hereunder, (i) to institute and
prosecute in the name of Borrower or otherwise, but for the benefit of Lender,
any and all proceedings at law, in equity, or otherwise, that Lender may deem
proper in order to collect, assert or enforce any claim, right or title, of any
kind, in and to the property, rights, titles, interests and liens hereby sold,
assigned or transferred, or intended so to be, and to defend and compromise any
and all actions, suits or proceedings in respect of any of the said property,
rights, titles, interests and liens, and (ii) generally to do all and any such
acts and things in relation to the Shore Crest Phase II Collateral as Lender
shall in good faith deem advisable. Borrower hereby declares that the
appointment made and the powers granted pursuant to this Section are coupled
with an interest and are and shall be irrevocable by Borrower in any manner, or
for any reason, unless and until all obligations of Borrower to Lender have been
satisfied.








                                       30
<PAGE>   32

IN WITNESS WHEREOF, the parties set their hands as of the date above first
written.

                                       BLUEGREEN VACATIONS UNLIMITED, INC.

                                       By: /s/ ALLAN J. HERZ
                                           ---------------------------------
                                           Name: Allan J. Herz
                                           Its:  Vice President

CONSENTED AND AGREED TO:

BLUEGREEN CORPORATION



By: /s/ ALLAN J. HERZ
    ------------------------------
Name: Allan J. Herz
Its:  Vice President


































                                       31
<PAGE>   33





                                       HELLER FINANCIAL, INC.

                                       By: /s/ Dennis K. Holland
                                          ------------------------------------
                                          Name: Dennis K. Holland
                                          Its:  Senior Vice President


<PAGE>   34





                                   APPENDIX A

                               DEFINITION OF TERMS

AFFILIATE. Any individual, trust, estate, partnership, limited liability
company, corporation or any other incorporated or unincorporated organization or
Person that directly or indirectly, through one or more intermediaries, controls
or is controlled by or is under common control with Borrower or Guarantor; any
officer, director, partner or shareholder of Borrower or Guarantor; or any
relative of any of the foregoing. The term "control" means possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.

AGREEMENT. As defined in the first paragraph hereof.

APPRAISAL. An appraisal of the value of the Shore Crest Phase II Resort
performed by an appraiser approved by Lender who is neither employed by nor is
an Affiliate of Borrower, the form and substance of which appraisal shall be
satisfactory to the Lender.

APPROVED TRANSACTIONS. As defined in Section 3.15 hereof.

BORROWER. As defined in the first paragraph hereof.

BUSINESS DAY. Any day which is not a Saturday or Sunday or a legal holiday under
the laws of the State of Illinois, State of Florida or the United States.

CHARGES. As defined in Section 4.12 hereof.

CLUB. The Bluegreen Vacation Club Trust, as established pursuant to that certain
Bluegreen Amended and Restated Vacation Club Trust Agreement (the "CLUB TRUST
AGREEMENT") dated as of May 18, 1994 by and among Borrower, Guarantor, Vacation
Trust, Inc. and the other parties thereto, as amended and supplemented from time
to time.

CODE. The Uniform Commercial Code as adopted and in force in the State of
Illinois as the same may be amended from time to time.

COMPENSATION. As defined in Section 2.5(f) hereof.

COSTS. All expenditures and expenses which may be paid or incurred by or on
behalf of Lender in connection with the documentation, modification, workout,
collection or enforcement of the Shore Crest Phase II Loan or any of the Shore
Crest Phase II Loan Documents. Notwithstanding the foregoing, Costs payable on
the date of the making of the Shore Crest Phase II Loan shall be limited to
(i) the fees and costs of Lender's attorneys (including Lender's inside counsel)
in connection with





                                 Appendix A - 1
<PAGE>   35

the documentation of the Shore Crest Phase II Loan and the due diligence review
of Borrower's deliveries; and (iii) all applicable title, filing and recording
fees and other closing costs. During the term of the Shore Crest Phase II Loan,
Costs payable by Borrower shall include: payments to remove or protect against
liens; attorneys' fees (including fees of Lender's inside counsel); receivers'
fees; engineers' fees; accountants' fees; independent consultants' fees
(including environmental consultants); all costs and expenses incurred in
connection with any of the foregoing; outlays for documentary and expert
evidence; stenographers' charges; stamp taxes; publication costs; and costs
(which may be estimates as to items to be expended after entry of an order or
judgment) for procuring all such abstracts of title, title and UCC searches, and
examination, title insurance policies, and similar data and assurances with
respect to title as Lender may deem reasonably necessary either to prosecute any
action or to evidence to bidders at any foreclosure sale a true condition of the
title to, or the value of, the Shore Crest Phase II Collateral.

DEBTOR RELIEF LAWS. Any applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, insolvency, reorganization, or similar laws affecting
the rights or remedies of creditors generally, as in effect from time to time.

DEFAULT RATE. A floating rate per annum equal to (i) the Interest Rate in effect
from time to time for such principal amount PLUS (ii) two percent (2%).

ENVIRONMENTAL LAWS. Each federal, state, county, regional or local law, statute,
or regulation enacted in connection with or relating to the protection or
regulation of the environment, including, without limitation, those laws,
statutes, and regulations regulating the disposal, removal, production, storing,
refining, handling, transferring, processing, or transporting of Hazardous
Materials, and any regulations issued or promulgated in connection with such
statutes by any governmental authority and any orders, decrees or judgments
issued by any court of competent jurisdiction in connection with any of the
foregoing.

EVENT OF DEFAULT. The events set forth in Section 5 of this the Shore Crest
Phase II Loan Agreement.

GAAP. Generally accepted accounting principles, applied on a consistent basis,
set forth in Opinions of the Accounting Principles Board of the American
Institute of Certified Public Accountants and/or in statements of the Financial
Accounting Standards Board which are applicable in the circumstances as of the
date in question; and the requisite that such principles be applied on a
consistent basis means that the accounting principles in a current period are
comparable in all material respects to those applied in a preceding period, with
any exceptions thereto noted.

GOVERNMENTAL REGULATIONS. All Federal, State and local rules, regulations,
ordinances, laws and statutes which affect the Shore Crest Phase II Resort or
the Borrower.

GUARANTOR. As defined in Recital A herein.





                                 Appendix A - 2
<PAGE>   36


HAZARDOUS MATERIALS. Any hazardous, dangerous or toxic substance or material
within the meaning of any federal, state or local law, regulation or ordinance.

INDEBTEDNESS. All payment obligations of Borrower to Lender under the Shore
Crest Phase II Loan Documents.

INSURANCE POLICIES. The following insurance policies:

                  (a) All-risk insurance on the Shore Crest Phase II Resort
           until the Shore Crest Phase II Loan is paid in full, as determined by
           Lender, at least in the amount of 100% of the replacement cost of the
           Shore Crest Phase II Resort or in such amounts as Lender may
           reasonably require, providing all-risk coverage on the Property, and
           covering all perils of flood, and, if requested by Lender, covering
           all perils of earthquake, business interruption and other risks;

                  (b) Comprehensive General Liability Insurance for owners and
           contractors, including blanket contractual liability, products and
           completed operations, personal injury (including employees),
           independent contractors and explosion, hazards in an amount
           acceptable to Lender;

                  (c) Workers' Compensation Insurance for contractors for
           statutory limits; and

                  (d) Such other insurance, including but not limited to
           business interruption insurance, as Lender may reasonably require.

All Insurance Policies shall be issued on forms and by companies reasonably
satisfactory to Lender and shall be delivered to Lender or in the alternative,
certificates of such insurance shall be delivered to Lender if such insurance is
obtained through blanket policies of Borrower. All-risk Insurance Policies shall
have loss made payable to Lender as mortgagee together with the standard
mortgage clause in a form satisfactory to Lender. Comprehensive General
Liability, Comprehensive Automobile Liability and Workers' Compensation
coverages shall have a provision giving Lender thirty (30) days, prior notice of
cancellation or material change of the coverage. The provisions set forth in
this definition shall be subject to the requirements concerning insurance set
forth in the Shore Crest Phase II Resort Documents, in the Shore Crest Phase II
Master Deed and under applicable South Carolina law.

INTEREST RATE. Floating rate per annum equal to the Base Rate plus three percent
(3.00%). "Base Rate" shall mean the rate published each business day in THE WALL
STREET JOURNAL for deposits maturing three (3) months after issuance under the
caption "Money Rates, London Interbank Offered Rates (LIBOR)" as the same may be
adjusted by the Statutory Reserve Rate (as such term is defined in the Warehouse
Facility). The Interest Rate for each calendar month shall be fixed based upon
the Interest Rate published prior to and in effect on the first (1st) business
day of such month. Interest shall be calculated based on a 360 day year and
charged for the actual number of days elapsed.



                                 Appendix A - 3
<PAGE>   37


LENDER. As defined in the first paragraph hereof.

MATERIAL ADVERSE EFFECT. With respect to any event or circumstance, a material
adverse effect on:

                  (a) the business, assets, financial condition or operations of
           the Borrower;

                  (b) the ability of the Borrower to perform its obligations
           under this Agreement or any of the Shore Crest Phase II Loan Document
           to which it is a party;

                  (c) the validity, enforceability or collectibility against the
           Borrower of this Agreement or any of the Shore Crest Phase II Loan
           Document to which it is a party; or

                  (d) the status, existence, perfection or priority of Lender's
           security interest and lien in the Shore Crest Phase II Collateral
           securing the Shore Crest Phase II Loan.

MASTER AGREEMENT. As defined in Recital A herein.

OWNER BENEFICIARY RIGHTS. As defined in the Club Trust Agreement.

PERSON. Natural persons, corporations, limited partnerships, general
partnerships, limited liability companies, joint stock companies, joint
ventures, associations, companies, trusts, banks, trust companies, land trusts,
business trusts or other organizations, whether or not legal entities, and
governments and agencies and political subdivisions thereof.

PURCHASE DOCUMENTS. Any purchase agreement and related sale and escrow documents
executed and delivered by a Purchaser to Borrower with respect to the purchase
of an Interval.

PURCHASE FACILITY. That certain Asset Purchase Agreement, dated as of June 26,
1998, among Bluegreen Receivables Finance Corporation III, as seller, Lender, as
the purchaser, Guarantor, as the originator and servicer, and the other parties
thereto, as amended and supplemented from time to time.

PURCHASER. Any Person who purchases one or more Shore Crest Phase II Intervals
in the ordinary course of the Borrower's business.

SHORE CREST PHASE II ASSIGNMENT OF LEASES AND RENTS. Assignment of Leases and
Rents from Borrower to Lender dated of even date, as amended and supplemented
from time to time, herewith securing the payment of the Shore Crest Phase II
Note, and the payment and performance of all obligations specified herein, in
said Assignment and in the other Shore Crest Phase II Loan Documents, which
Assignment shall be in the form of Exhibit A attached hereto and made a part
hereof.








                                 Appendix A - 4
<PAGE>   38


SHORE CREST PHASE II ASSOCIATION. The Shore Crest Vacation Villas Owners
Association, Inc. a corporation not for profit organized under the laws of South
Carolina in connection with the Shore Crest Phase II Master Deed.

SHORE CREST PHASE II COLLATERAL. As defined in Section 3 of this Agreement.

SHORE CREST PHASE II CONTRACT. Any contract between a Purchaser and the Borrower
pursuant to which and subject to the terms and conditions thereof the Purchaser
will purchase and the Borrower will sell a Shore Crest Phase II Interval.

SHORE CREST PHASE II GUARANTY. The Guaranty Agreement executed by Guarantor in
favor of Lender of even date herewith, as amended and supplemented from time to
time, substantially in the form of Exhibit C hereto.

SHORE CREST PHASE II INTERVAL. An undivided fee simple ownership interest as
tenants in common with all other Purchasers with respect to any Shore Crest
Phase II Residential Condominium Unit with a right to use such Unit, or a Unit
of such type, for one week annually, together with all appurtenant rights and
interests as more particularly described in the Shore Crest Phase II Resort
Documents.

SHORE CREST PHASE II INTERVAL RELEASE PAYMENT. With respect to each sale in the
ordinary course of business of the Borrower to a Purchaser of a Shore Crest
Phase II Interval, the greatest of (a) $2,988, (b) 80% of the Resort Development
Costs, as such term is defined in the Master Agreement, in respect of the Shore
Crest Phase II Resort, as allocated to such Shore Crest Phase II Interval and
(c) the amount necessary to repay the Shore Crest Phase II Loan solely through
interval release payments of 80% of the then remaining unsold Shore Crest Phase
II Intervals in Phase II. The determination of the Shore Crest Phase II Interval
Release Payment shall be made by Borrower in good faith.

SHORE CREST PHASE II LOAN. The loan by Lender to Borrower hereunder, to be
extended in a single advance, in the total amount of $13,860,000.

SHORE CREST PHASE II LOAN DOCUMENTS. This Agreement, the Shore Crest Phase II
Mortgage, the Shore Crest Phase II Acquisition Note, the Shore Crest Phase II
Assignment of Leases and Rents, the Shore Crest Phase II Guaranty, the Shore
Crest Phase II Subordination Agreement, any debt or lien subordination
agreements or instruments that Lender may require with respect to any
indebtedness of Borrower to any person, and such other instruments evidencing,
securing, or pertaining to the Shore Crest Phase II Loan as shall, from time to
time, be executed and delivered by Borrower or Guarantor, as any or all of the
foregoing may be amended, renewed, extended, restated or supplemented from time
to time.






                                 Appendix A - 5
<PAGE>   39


SHORE CREST PHASE II MASTER DEED. The Master Deed for Shore Crest Vacation
Villas II Horizontal Property Regime dated __________, 19___ and recorded on
__________, 19__ in Book _____, Page ____ in the RMC Office for Horry County,
South Carolina, as amended and supplemented from time to time.

SHORE CREST PHASE II LOAN MATURITY DATE. January 1, 2006.

SHORE CREST PHASE II MORTGAGE. Mortgage, Assignment of Rents and Security
Agreement from Borrower to Lender dated of even date herewith securing the
payment of the Shore Crest Phase II Note, and the payment and performance of all
obligations specified herein, in said Mortgage and in the other Shore Crest
Phase II Loan Documents, and evidencing a valid and enforceable lien on Phase II
of the Shore Crest Phase II Resort, which Mortgage shall be in the form of
Exhibit D attached hereto and made a part hereof.

SHORE CREST PHASE II NOTE. The Promissory Note of even date herewith from
Borrower to Lender in the original principal amount of Thirteen Million Eight
Hundred Sixty Thousand Dollars ($13,860,000), which Note evidences the Shore
Crest Phase II Loan and which Note shall be in the form of Exhibit E attached
hereto and made a part hereof.

SHORE CREST PHASE II NOTE RECEIVABLE. Any promissory note executed by a
Purchaser that is secured by a mortgage in and to the Shore Crest Phase II
Interval being purchased and financed by such Purchaser with such promissory
note.

SHORE CREST PHASE II PERMITTED EXCEPTIONS. The exceptions to title listed on
Schedule 8 to this Agreement.

SHORE CREST PHASE II RESORT. That certain timeshare vacation resort located in
North Myrtle Beach, South Carolina, on the land more particularly described in
Exhibit F commonly known as the Shore Crest Vacation Villas II Horizontal
Property Regime, including all related common elements, limited common elements,
parking areas and other amenities, as established by the Shore Crest Phase II
Master Deed. The Shore Crest Phase II Resort is described on Schedule 6 hereto
and consists of a 12 story building with 126 two bedroom Residential Condominium
Units and three stories of parking.

SHORE CREST PHASE II RESORT DOCUMENTS. The Shore Crest Phase II Master Deed
establishing a horizontal property regime and a vacation time sharing ownership
plan under and in accordance with applicable South Carolina law in respect of
the Property described in Exhibit F together with (a) the plans and plot plans
in respect thereof, as the same have been recorded in the office of the RMC of
Horry County, South Carolina, (b) the By-Laws of the Shore Crest Phase II Owners
Association, Inc. ("SHORE CREST PHASE II ASSOCIATION"), a corporation organized
not for profit under the laws of South Carolina and (c) the rules and
regulations of such Association. To the extent that other buildings at the Shore
Crest Phase II Resort are added as an additional phases to the Shore Crest Phase
II Master Deed in accordance with applicable South Carolina law and said Master
Deed, "Shore Crest Phase II Resort Documents" shall include the supplemental
master deeds in respect thereof.



                                 Appendix A - 6
<PAGE>   40

SHORE CREST PHASE II UCC FINANCING STATEMENTS. Each of the UCC-1 Financing
Statements set forth on Schedule 9 to be recorded in the recording offices
described on said Schedule.

SUBORDINATION AGREEMENT. The Subordination Agreement attached hereto as
Exhibit G.

SURVEY. An as-built survey of the Shore Crest Phase II Resort (styled Plat of
Shore Crest Phase II) dated August 13, 1999 by Powell Associates of NMB, Inc.,
as certified to Lender as of date not more than 30 days prior to or after the
date hereof.

TITLE COMPANY. First America Title Insurance Company.

TITLE INSURANCE. An ALTA lender's title insurance policy issued by the Title
Company to the Lender, with such endorsements as requested by Lender (including
a comprehensive endorsement, a usury endorsement, a zoning endorsement (also
covering parking), a survey endorsement, an access endorsement, encroachment
endorsements, and a condominium endorsement), in the amount of $13,860,000
insuring that the Shore Crest Phase II Mortgage constitutes a valid first
priority lien covering the Shore Crest Phase II Resort and subject only to the
Shore Crest Phase II Permitted Exceptions; such policy shall also provide
extended coverage over standard exceptions, matters which would be shown by an
inspection or an accurate survey, rights of parties in possession, easements not
of record and past due real estate taxes and assessment.

WAREHOUSE FACILITY. The Loan and Security Agreement, dated as of October 20,
1998 among Lender, Guarantor and Borrower, as amended and supplemented from time
to time.






















                                 Appendix A - 7