<PAGE>   1

                                                                  EXHIBIT 10.104


                              AMENDED AND RESTATED
                            ASSET PURCHASE AGREEMENT

                           Dated as of October 1, 1999

                                      among

                 BLUEGREEN RECEIVABLES FINANCE CORPORATION III,
                                    as Seller

                           BRFC III DEED CORPORATION,
    as agent and custodian of certain deeds for the benefit of the Purchaser

                             HELLER FINANCIAL, INC.,
                                as the Purchaser

                             BLUEGREEN CORPORATION,
                       as the Originator and the Servicer

                              VACATION TRUST, INC.,
                                 as Club Trustee

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,
                              as Cash Administrator


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                                TABLE OF CONTENTS
<TABLE>
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<S>                         <C>                                                                                   <C>

ARTICLE I DEFINITIONS.............................................................................................2
       Section 1.1         CERTAIN DEFINED TERMS..................................................................2
       Section 1.2         OTHER INTERPRETIVE PROVISIONS..........................................................3

ARTICLE II THE PURCHASE FACILITY..................................................................................3
       Section 2.1         SALE AND PURCHASE OF ASSETS............................................................3
       Section 2.2         PROCEDURES FOR PURCHASES...............................................................4
       Section 2.3         ESTABLISHMENT OF ACCOUNTS; RESERVE ACCOUNT.............................................5
       Section 2.4         [OMITTED]..............................................................................6
       Section 2.5         DEPOSITS TO ACCOUNTS...................................................................6
       Section 2.6         NON-LIQUIDATION SETTLEMENT PROCEDURES..................................................6
       Section 2.7         LIQUIDATION SETTLEMENT PROCEDURES......................................................8
       Section 2.8         INVESTMENT OF ACCOUNTS.................................................................9
       Section 2.9         PAYMENTS AND COMPUTATIONS; FUNDING INDEMNITY FOR FAILED PURCHASE.......................9
       Section 2.10        [OMITTED].............................................................................10
       Section 2.11        ADDITION/SUBSTITUTION OF RECEIVABLES..................................................10
       Section 2.12        EXTENSION OF PROGRAM TERMINATION DATE; INCREASE IN COMMITMENT.........................12
       Section 2.13        EFFECT OF AMENDMENT AND RESTATEMENT.  This Agreement amends and restates in its
                           entirety the Prior Purchase Agreement and, upon effectiveness of this Agreement, the
                           terms and provisions of the Prior Purchase Agreement shall, subject to this SECTION
                           2.13, be superseded hereby.  All references to "Asset Purchase Agreement"or
                           "Agreement" contained in..............................................................12
       Section 2.13        the Transaction Documents delivered in connection with the Prior Purchase Agreement
                           shall be deemed to refer to this Agreement.  Notwithstanding the amendment and
                           restatement of the Prior Purchase Agreement by this Agreement, the obligations and
                           indemnities outstanding under the Prior Purchase Agreement as of the Closing Date
                           shall remain outstanding and constitute continuing obligations hereunder.  Such
                           outstanding rights and obligations shall in all respects be continuing, and this
                           Agreement shall not be deemed to evidence or result in a novation of such rights and
                           obligations.  In furtherance of and without limiting the foregoing, from and after the
                           Closing Date and except as expressly specified herein, the terms, conditions, and
                           covenants governing the rights and obligations outstanding under the Prior Purchase
                           Agreement shall be solely as set forth in this Agreement, which shall supersede the
                           Prior Purchase Agreement in its entirety..............................................12

ARTICLE III [RESERVED]...........................................................................................13

ARTICLE IV CONDITIONS OF PURCHASES...............................................................................13
       Section 4.1         CONDITIONS PRECEDENT TO INITIAL PURCHASE..............................................13
</TABLE>



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<S>                        <C>                                                                                   <C>

       Section 4.2         CONDITIONS PRECEDENT TO ALL PURCHASES..................................................13

ARTICLE V REPRESENTATIONS AND WARRANTIES..........................................................................15
       Section 5.1         REPRESENTATIONS AND WARRANTIES OF THE SELLER...........................................15
       Section 5.2         REPRESENTATIONS AND WARRANTIES OF SELLER RELATING TO THE AGREEMENT
                             AND THE RECEIVABLES..................................................................19
       Section 5.3         REPRESENTATIONS AND WARRANTIES OF THE CLUB AND THE CLUB TRUSTEE........................22

ARTICLE VI GENERAL COVENANTS......................................................................................24
       Section 6.1         GENERAL COVENANTS OF THE SELLER........................................................24
       Section 6.1A        GENERAL COVENANTS OF THE CLUB TRUST AND CLUB TRUSTEE...................................27
       Section 6.2         RELEASE OF INTEREST IN INTERVAL........................................................30
       Section 6.3         RETRANSFER OF INELIGIBLE RECEIVABLES...................................................30

ARTICLE VII SPECIAL PROVISION RELATING TO CLUB RECEIVABLES........................................................32
       Section 7.1         RIGHTS SUBJECT TO TRUST AGREEMENT.  Notwithstanding anything to the contrary set forth
                           herein or in any other Transaction Documents, all references to the rights of the
                           Purchaser with respect to Club Receivables shall be subject at all times to the
                           provisions of the Trust Agreement and the other agreements executed by the
                           Beneficiaries in connection therewith..................................................32

ARTICLE VIII EVENTS OF TERMINATION................................................................................32
       Section 8.1         EVENTS OF TERMINATION..................................................................32

ARTICLE IX........................................................................................................34
       Section 9.1         FURTHER ASSURANCES.  The Purchaser, Originator and Seller agree that from time to time
                           the Purchaser will sell the Assets or cash flows therein to various third parties.
                           Originator and Seller agree to use their best efforts to cooperate with the Purchaser
                           in connection with the Purchaser's sale of the Assets or the cash flows therein to
                           such third parties; provided, however, Originator and Seller are not obligated to pay
                           any of the Purchaser's fees or expenses associated with such sale.  In the event
                           Originator and Seller incur out of pocket expenses associated with the sale of the
                           Assets or the cash flows therein to a third party (I.E., the creation of new software
                           to service the Receivables and the related Assets or the cash flows therein, change in
                           servicing requirements, etc.) Purchaser shall reimburse the Originator or Seller for
                           such expense...........................................................................34

ARTICLE X [RESERVED]..............................................................................................34

ARTICLE XI ASSIGNMENTS; PARTICIPATIONS; RELEASE OF ASSETS.........................................................34
       Section 11.1        ASSIGNMENTS............................................................................34
       Section 11.2        PARTICIPATIONS.........................................................................35
       Section 11.3        INFORMATION TO ASSIGNEES/PARTICIPANTS; CONFIDENTIALITY.................................35
       Section 11.4        SELLER'S REPURCHASE OPTION.............................................................36
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<S>                        <C>                                                                                   <C>
ARTICLE XII MISCELLANEOUS........................................................................................36
       Section 12.1        AMENDMENTS AND WAIVERS................................................................36
       Section 12.2        NOTICES, ETC..........................................................................36
       Section 12.3        [RESERVED]............................................................................38
       Section 12.4        NO WAIVER; REMEDIES...................................................................38
       Section 12.5        BINDING EFFECT........................................................................38
       Section 12.6        TERM OF THIS AGREEMENT................................................................38
       Section 12.7        GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION TO VENUE..................38
       Section 12.8        WAIVER OF JURY TRIAL..................................................................39
       Section 12.9        COSTS, EXPENSES AND TAXES.............................................................39
       Section 12.10       NO BANKRUPTCY COVENANT................................................................40
       Section 12.11       PROTECTION OF OWNERSHIP INTERESTS OF THE PURCHASER; INTENT OF PARTIES; BACK-UP
                             SECURITY INTEREST...................................................................40
       Section 12.12       EXECUTION IN COUNTERPARTS; SEVERABILITY; INTEGRATION..................................41
       Section 12.13       PURCHASER RIGHT OF FIRST REFUSAL......................................................41
       Section 12.14       PURCHASE CESSATION EVENTS.............................................................41
       Section 12.15       COOPERATION OF PARTIES TO CLUB CONVERSION.............................................42
</TABLE>


SCHEDULES

SCHEDULE I        Condition Precedent Documents
SCHEDULE II       [Reserved]
SCHEDULE III      Tradenames, Fictitious Names and "Doing Business As" Names
SCHEDULE IV       Cash Administrator Fees
SCHEDULE V        Location of Receivables Files
SCHEDULE VI       Insurance

EXHIBITS

EXHIBIT A         Form of Request Notice For Initial and Incremental
                    Purchases
EXHIBIT B         Form of List of Deliveries for all Advances
EXHIBIT C         List of Resorts
EXHIBIT D         Form of Monthly Report
EXHIBIT E         Trust Agreement
EXHIBIT F         Provisions of Seller's Certificate of Incorporation
EXHIBIT G         [Reserved]
EXHIBIT H         Form of Assignment
EXHIBIT I         Form of Subsequent Transfer Agreement
EXHIBIT J         Form of Substitute Receivables Transfer Agreement

ANNEXES
Definitions Annex


<PAGE>   5


                              AMENDED AND RESTATED
                            ASSET PURCHASE AGREEMENT

         This Amended and Restated Asset Purchase Agreement (this "AGREEMENT")
is made as of October 1, 1999, among:

         (1)      Bluegreen Receivables Finance Corporation III, a Delaware
                  corporation ("FUNDING CORP"), as Seller (in such capacity, the
                  "SELLER");

         (2)      Bluegreen Corporation, a Massachusetts corporation
                  ("BLUEGREEN"), as originator and owner of the Receivables
                  prior to their conveyance to Funding Corp under the Sale and
                  Contribution Agreement (in such capacity, together with its
                  permitted successors and assigns, the "ORIGINATOR") and in its
                  separate capacity as Servicer (in such capacity, together with
                  its permitted successors and assigns, the "SERVICER");

         (3)      U.S. Bank National Association, as Cash Administrator (the
                  "CASH ADMINISTRATOR");

         (4)      BRFC III Deed Corporation, a Delaware corporation ("DEED
                  CORP"), solely as the agent and custodian for the benefit of
                  the Purchaser of certain deeds relating to certain Receivables
                  represented by conditional sales contracts (in such capacity,
                  the "DEED CUSTODIAN");

         (5)      Heller Financial, Inc., a Delaware corporation ("HFI"), as
                  Purchaser (in such capacity, together with its successors and
                  assigns, the "PURCHASER"); and

         (6)      Vacation Trust, Inc., a Florida corporation, as Club Trustee
                  under the Trust Agreement (in such capacity, the "CLUB
                  TRUSTEE").

                              W I T N E S S E T H:

         WHEREAS, the Seller, Deed Corp, Bluegreen, as Servicer and Originator,
the Cash Administrator and the Purchaser are parties to that certain Asset
Purchase Agreement dated as of June 26, 1998 (as heretofore amended, restated,
supplemented or otherwise modified, the "Prior Purchase Agreement");

         WHEREAS, the parties hereto desire to amend and restate the Prior
Purchase Agreement for the purpose of accommodating Additional Resorts and the
Club, clarifying the status of the Receivables (including Club Receivables) and
related Intervals with respect thereto and adding the Club Trustee as
signatories hereto, subject to the terms and conditions set forth herein;

         WHEREAS, the Seller is a wholly-owned, special-purpose
bankruptcy-remote subsidiary of the Originator;


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         WHEREAS, the Seller has been formed for the sole purpose of purchasing
and selling certain Receivables and related Assets originated or otherwise
acquired and owned by the Originator in the ordinary course of the Originator's
business and sold or contributed to the Seller from time to time pursuant to the
Sale and Contribution Agreement by and between the Originator and the Seller;

         WHEREAS, the Seller wishes to sell the Receivables and related Assets,
and the Purchaser wishes to purchase the Receivables and the related Assets
pursuant to the terms and conditions contained herein;

         WHEREAS, the Deed Custodian is a wholly-owned, special-purpose
subsidiary of the Seller;

         WHEREAS, the Deed Custodian has been formed for the sole purpose of
holding certain Deeds relating to Receivables sold pursuant to this Agreement
that are in the form of conditional sales contracts as agent and custodian for
the benefit of the Purchaser;

         WHEREAS, the Club Trustee is a limited purpose entity which, on behalf
of the Beneficiaries, holds title to certain Intervals and Deeds relating to
Club Receivables sold pursuant to this Agreement;

         WHEREAS, the Cash Administrator has been requested and is willing to
provide certain administrative services on behalf of the Purchaser with respect
to Collections and associated investments, payments and distributions thereof in
accordance with the terms hereof;

         WHEREAS, Bluegreen and Deed Corp are willing and have agreed pursuant
hereto and to the Servicing Agreement and the Deed Custodian Agreement,
respectively, executed contemporaneously herewith, to act as Servicer and Deed
Custodian, respectively, for the Assets and the Deeds and to perform the
Servicer's and Deed Custodian's respective obligations and responsibilities
under the Servicing Agreement, the Deed Custodian Agreement and hereunder; and

         WHEREAS, it is the intention of the Seller and the Purchaser that the
transactions contemplated by this Agreement constitute a sale and absolute
transfer of ownership of the Assets.

         NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.1 CERTAIN DEFINED TERMS.

         All capitalized terms used and not expressly defined herein, shall have
the meaning specified in the Definitions Annex attached to this Agreement (the
"DEFINITIONS ANNEX").



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         Section 1.2 OTHER INTERPRETIVE PROVISIONS.

         Except to the extent otherwise specified in the particular term or
provision at issue, this Agreement (including the Definitions Annex hereto)
shall be interpreted and construed in accordance with the Document Conventions.

                                   ARTICLE II

                              THE PURCHASE FACILITY

         Section 2.1 SALE AND PURCHASE OF ASSETS.

                  (a) Subject to the terms and conditions of this Agreement, the
         Seller may, at its option, sell and assign to the Purchaser the Assets
         from time to time designated and identified for purchase in accordance
         with Section 2.2 hereof, and the Purchaser agrees to make such
         purchases from time to time (the first such date, the "INITIAL PURCHASE
         DATE") during the period from the Closing Date to but not including the
         Termination Date or the Program Termination Date (the first such sale
         and purchase to be effected hereunder, the "INITIAL PURCHASE"; each
         subsequent sale and purchase, an "INCREMENTAL PURCHASE"; and any such
         sale and purchase, a "PURCHASE"). Under no circumstances, however,
         shall the Purchaser be obligated to make any Purchase if, after giving
         effect to the payment of the Cash Purchase Price relating to such
         Purchase, either (i) the aggregate Capital Payout hereunder would
         exceed the Purchase Limit, or (ii) the aggregate Capital outstanding
         would exceed the Capital Limit. Upon the payment of the related Cash
         Purchase Price for the Initial Purchase or any Incremental Purchase,
         the Seller shall have, and shall be deemed hereunder to have,
         irrevocably sold, assigned, transferred and conveyed to the Purchaser,
         without recourse, representation or warranty, express or implied,
         except as provided in the Transaction Documents, all right, title and
         interest of the Seller in and to the Assets relating to such Initial
         Purchase or Incremental Purchase, as the case may be.

                  (b) The purchase price ("PURCHASE PRICE") for the Purchased
         Receivables in each Asset Pool Portion shall consist of the Cash
         Purchase Price plus the Deferred Payment. The "CASH PURCHASE PRICE"
         shall be an amount equal to the product of (i) the Receivable Balance
         as of the Cutoff Date of the Eligible Receivables to be purchased,
         multiplied by (ii) the Credit Enhancement Factor. Subject to the
         satisfaction of the conditions and on the terms set forth herein, the
         Purchaser shall pay to the Seller the Cash Purchase Price for the
         Purchased Receivable on the related Purchase Date in accordance with
         the provisions of Section 2.2(b). The Deferred Payment with respect to
         the




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<PAGE>   8

         Purchased Receivables shall be determined and paid in accordance with
         the provisions of Sections 2.6(xiii) and 2.7(xiii).

                  (c) Upon payment of the Cash Purchase Price by the Purchaser
         in the amount determined in accordance with Section 2.1(b) and Section
         2.2(b) with respect to all Assets purchased on a Purchase Date, the
         ownership of all such Assets will be solely vested in the Purchaser.
         None of the Originator, Servicer, Seller, Club Trustee nor Deed Corp
         shall take any action inconsistent with such ownership and shall not
         claim any ownership interest in any Purchased Receivable or related
         Asset. The Seller, Originator, Servicer, Club Trustee and Deed
         Custodian shall each indicate in their respective books and records
         that ownership of each Purchased Receivable and related Asset is held
         by the Purchaser. In addition, the Seller shall respond to any
         inquiries with respect to ownership of the Assets by stating that it is
         no longer the owner of the Assets and that ownership of the Assets is
         held by the Purchaser. Any documents, including Deeds, (other than
         Deeds relating to Club Receivables) relating to the Purchased
         Receivables retained by the Seller, the Originator, Club Trustee or the
         Deed Custodian shall be held in trust by the Seller, the Originator (in
         its capacity as the Servicer), the Club Trustee and the Deed Custodian
         (as agent and custodian for the Purchaser), for the benefit of the
         Purchaser, and possession of any incident of ownership relating to the
         Purchased Receivables so retained is for the sole purpose of
         facilitating the servicing of the Purchased Receivables and, in the
         case of the Deed Custodian, for administrative ease of transfer of
         deeds upon payment in full by the Obligor of the Receivables in the
         form of conditional sales contracts, or otherwise at the direction of
         the Purchaser. Such retention and possession (other than retention by
         the Club Trustee of Deeds relating to Club Receivables as to which the
         rights of the Purchaser, as an Interest Holder Beneficiary, shall be as
         set forth in the Trust Agreement) is at the will of the Purchaser and
         in a custodial capacity for the benefit of the Purchaser and its
         assignees only. The Purchaser may direct the Deed Custodian at any time
         to transfer any Deed(s) held by the Deed Custodian relating to any
         Receivable purchased hereunder to Purchaser or its nominee; PROVIDED
         that any such transfer will be made subject to the conditional sales
         contract relating thereto, if any. Subject to the rights of the
         Beneficiaries and the other provisions of the Trust Agreement, the
         Purchaser may direct the Club Trustee at any time to transfer any
         Deed(s) relating to any Club Receivable purchased hereunder to
         Purchaser or its nominee; PROVIDED that any such transfer will be made
         subject to the Purchase Money Mortgage relating thereto, if any.

         Section 2.2 PROCEDURES FOR PURCHASES.

                  (a) No later than 10:00 a.m. (Chicago, Illinois time) on a
         date which is at least five (5) Business Days before any intended
         Purchase Date, the Seller will deliver or cause to be delivered to the
         Purchaser a Request Notice substantially in the form of EXHIBIT A
         hereto; provided, however, if the Purchase relates to Receivables and
         related Assets which are financed through a source other than the
         Warehouse Facility, such Request Notice shall be provided at least ten
         (10) Business Days prior to the intended Purchase




                                     - 4 -
<PAGE>   9

         Date. In the event that the Seller does not provide a properly
         completed Request Notice (and subject to all other terms and conditions
         to such Purchase hereunder), the Purchaser will not be obligated to
         purchase Eligible Receivables on such intended Purchase Date until such
         time as such terms and conditions are met. Each such Request Notice
         shall specify, among other things, (i) the aggregate amount of such
         Purchase, which shall be in a minimum amount equal to $10,000,000, or
         such lesser amount as may be equal to the then unused portion of the
         Purchase Limit, (ii) the intended Purchase Date for such Purchase, and
         (iii) the aggregate Capital Payout, Capital outstanding, and the
         Capital Limit, both immediately preceding and after giving effect to
         such Purchase.

                  (b) On each Purchase Date, and subject to the satisfaction of
         the conditions of Article IV, the Servicer will prepare and deliver an
         Assignment to the Seller and Purchaser in the form of EXHIBIT H hereto
         with respect to the Purchased Receivables being purchased on such
         Purchase Date by the Purchaser. The Seller shall thereupon execute such
         Assignment and deliver executed copies thereof to the Servicer who will
         in turn cause a fully executed copy of such Assignment to be delivered
         to the Purchaser and the Custodian. The Purchaser shall thereupon pay
         to the Seller for such Purchased Receivables the Cash Purchase Price,
         by wire transfer in same day funds in accordance with the wire transfer
         instructions specified in the related Request Notice. The Seller shall
         be solely responsible for obtaining ownership of the Purchased
         Receivables from the Originator, pursuant to the Sale and Contribution
         Agreement, prior to transfer of ownership of such Purchased Receivables
         to the Purchaser under this Agreement.

         Section 2.3 ESTABLISHMENT OF ACCOUNTS; RESERVE ACCOUNT.

                  (a) Prior to or simultaneously with the execution and delivery
         of this Agreement, the Purchaser and the Servicer shall (i) establish
         an Eligible Deposit Account in the name of the Purchaser, titled
         "HELLER LOCKBOX ACCOUNT RE BLUEGREEN RECEIVABLES ASSET PURCHASE
         AGREEMENT" (the "LOCKBOX ACCOUNT"), and (ii) enter into the Lockbox
         Agreement.

                  (b) Prior to or simultaneously with the execution and delivery
         of this Agreement, the Purchaser and the Cash Administrator shall
         establish an Eligible Deposit Account in the name of the Purchaser
         titled "HELLER FACILITY COLLECTION ACCOUNT RE BLUEGREEN RECEIVABLES
         ASSET PURCHASE AGREEMENT" (the "COLLECTION ACCOUNT").

                  (c) Each of the Originator, Seller and the Servicer shall
         deposit all Collections it may receive in respect of Purchased
         Receivables into the Lockbox Account no later than the second Business
         Day following the date of receipt thereof. Any collections in respect
         of Purchased Receivables held by the Originator, Seller or Servicer
         pending transfer to the Lockbox Account shall be held in trust for the
         benefit of the Purchaser until such amounts are deposited into the
         Lockbox Account.

                  (d) Prior to or simultaneously with the execution and delivery
         of this Agreement, the Purchaser and the Cash Administrator shall
         establish an Eligible Deposit




                                     - 5 -
<PAGE>   10

         Account in the name of the Purchaser titled "HELLER/BLUEGREEN FACILITY
         RESERVE ACCOUNT" (the "RESERVE ACCOUNT").

                  (e) Prior to the Termination Date, on or prior to each Payment
         Date (and in anticipation of allocations and distributions to be made
         on such Payment Date pursuant to Section 2.6), the Servicer in
         consultation with the Purchaser, and based upon information provided in
         the Monthly Report delivered by the Servicer to the Purchaser two (2)
         Business Days prior to the related Payment Date unless the Receivables
         or the cash flows therein shall be sold to a third party in which case
         the Servicer shall provide such Monthly Report three (3) Business Days
         prior to the related Payment Date, shall determine the extent to which
         Available Amounts in the Collection Account (including proceeds of any
         Servicer Advance deposited therein in accordance with Section 5.18 of
         the Servicing Agreement) are insufficient to pay Cash Administrator
         Fees, Lockbox Fees, Back-Up Servicer Fees, Custodian Fees, Unreimbursed
         Servicer Advances, Protective Advances, Servicing Fees (to the extent
         applicable) as well as the Yield and Capital Payment Amount
         distributions required on such Payment Date. To the extent of such
         insufficiency, amounts held in the Reserve Account shall be transferred
         to the Collection Account, treated as Available Amounts for such
         Payment Date and thereafter applied in order for any of such payments
         or allocations to be made pursuant to Section 2.6. In addition, to the
         extent that after giving effect to the payments and allocations to be
         made pursuant to Section 2.6, amounts held in the Reserve Account will
         exceed the then-applicable Reserve Account Required Amount, such excess
         shall be transferred to the Collection Account and applied and
         allocated as Available Amounts on the Payment Date with respect to the
         related Collection Period under Section 2.6.

                  (f) On the Payment Date first occurring on or after the
         occurrence of the Termination Date, all amounts held in the Reserve
         Account shall be transferred to the Collection Account, treated as
         Available Amounts on such Payment Date and applied to payments or
         allocations required to be made pursuant to Section 2.7.

         Section 2.4 [OMITTED].

         Section 2.5 DEPOSITS TO ACCOUNTS.

         On each Monday, Wednesday, and Friday (or, if any Monday, Wednesday or
Friday is not a Business Day, then on the next succeeding Business Day) pursuant
to the Lockbox Agreement, all Collections in the Lockbox Account shall be
transferred by automated wire by the Lockbox Bank to the Collection Account. In
addition, the proceeds of Servicer Advances made pursuant to Section 5.18 of the
Servicing Agreement, transfers from the Reserve Account made pursuant to Section
2.3(e) or (f), and payments of any Transfer Deposit Amount received from the
Originator or Seller shall be deposited to the Collection Account.






                                     - 6 -
<PAGE>   11

         Section 2.6 NON-LIQUIDATION SETTLEMENT PROCEDURES.

         Prior to the Termination Date, on each Payment Date, the Cash
Administrator shall pay to the following Persons, from the Collection Account,
to the extent of Available Amounts on deposit in the Collection Account with
respect to the related Collection Period (and after giving effect to any
transfers into the Collection Account contemplated in Section 2.3(e)), the
following amounts in the following order of priority:

                  (i) first, to the Cash Administrator, any accrued and unpaid
         Cash Administrator Fees and to the Lockbox Bank, any accrued and unpaid
         Lockbox Fees;

                  (ii) second, to the Back-up Servicer, any accrued and unpaid
         Back-up Servicer Fees and to the Custodian, any accrued and unpaid
         Custodian Fees;

                  (iii) third, to the Servicer, any Unreimbursed Servicer
         Advances (which reimbursement shall be applicable to any Predecessor
         Servicer);

                  (iv) fourth, to the Deed Custodian to allow the Deed Custodian
         to make Protective Advances;

                  (v) fifth, to any Servicer which is the Servicer by virtue of
         a Servicer Transfer, and which Servicer is not Bluegreen or any
         Affiliate thereof, to such Servicer, any accrued and unpaid Servicing
         Fees;

                  (vi) sixth, to any Servicer or any subservicer (if applicable)
         which is the Servicer by virtue of a Servicer Transfer, and which
         Servicer or subservicer is not Bluegreen or any Affiliate thereof, to
         such Servicer or subservicer any accrued and unpaid Remarketing Fees;

                  (vii) seventh, to the Purchaser, an amount equal to the
         accrued and unpaid Yield, Yield on Yield and Volume Yield;

                  (viii) eighth, to the Purchaser, an amount equal to the
         Capital Payment Amount;

                  (ix) ninth, to the Servicer, any accrued and unpaid Servicing
         Fees (to the extent not paid under clause (v) above);

                  (x) tenth, to the Servicer for accrued and unpaid Remarketing
         Fees;

                  (xi) eleventh, to the Cash Administrator, for deposit into the
         Reserve Account, an amount up to that required to cause the amounts on
         deposit in the Reserve Account to equal the Reserve Account Required
         Amount;





                                     - 7 -
<PAGE>   12

                  (xii) twelfth, to the Purchaser, any amounts due and owing
         under Section 12.9 hereof and not paid by the Seller pursuant to such
         Section; and

                  (xiii) thirteenth, any remaining amounts to the Seller, as a
         deferred payment for the Assets in the Asset Pool as of or prior to the
         end of the related Collection Period (each such payment, a "DEFERRED
         PAYMENT").

         Section 2.7 LIQUIDATION SETTLEMENT PROCEDURES.

         On or after the occurrence of the Termination Date, on each Payment
Date, the Cash Administrator shall pay to the following Persons, from the
Collection Account, to the extent of Available Funds on deposit in the
Collection Account (and after giving effect to the transfers into the Collection
Account contemplated in Section 2.3(f)), the following amounts in the following
order of priority:

                  (i) first, to the Cash Administrator, any accrued and unpaid
         Cash Administrator Fees and to the Lockbox Bank, any accrued and unpaid
         Lockbox Fees;

                  (ii) second, to the Back-up Servicer, any accrued and unpaid
         Back-up Servicer Fees and Audit Expenses incurred by the Back-up
         Servicer and to the Custodian, any accrued and unpaid Custodian Fees;

                  (iii) third, to the Servicer, any Unreimbursed Servicer
         Advances (which reimbursement shall be applicable to any Predecessor
         Servicer);

                  (iv) fourth, to the Deed Custodian to allow the Deed Custodian
         to make Protective Advances;

                  (v) fifth, to any Servicer which is the Servicer by virtue of
         a Servicer Transfer and which Servicer is not Bluegreen or any
         Affiliate thereof, to such Servicer, any accrued and unpaid Servicing
         Fees;

                  (vi) sixth, to any Servicer or any subservicer (if applicable)
         which is the Servicer by virtue of a Servicer Transfer, and which
         Servicer or subservicer is not Bluegreen or any Affiliate thereof, to
         such Servicer or subservicer any accrued and unpaid Remarketing Fees;

                  (vii) seventh, to the Purchaser, an amount equal to the
         accrued and unpaid Yield, Yield on Yield and Volume Yield;

                  (viii) eighth, to the Purchaser, an amount equal to the
         Capital Payment Amount;






                                     - 8 -
<PAGE>   13

                  (ix) ninth, to the Servicer, any accrued and unpaid Servicing
         Fees (to the extent not paid under clause (v) above);

                  (x) tenth, to the Servicer for accrued and unpaid Remarketing
         Fees;

                  (xi) eleventh, to the Purchaser, any and all remaining
         Available Amounts until such time as Capital is reduced to zero (0) as
         well as any other amounts outstanding and unpaid hereunder;

                  (xii) twelfth, to the Purchaser, any amounts due and owing
         under Section 12.9 hereof and not paid by the Seller pursuant to such
         Section; and

                  (xiii) thirteenth, any remaining amounts to the Seller as a
         final Deferred Payment.

         Section 2.8 INVESTMENT OF ACCOUNTS.

         Subject to the provisions of this Section 2.8, amounts on deposit in
any Trust Account shall be invested in Permitted Investments. Until the
Termination Date, the Cash Administrator shall invest all such amounts in
Permitted Investments selected by the Purchaser by written notice to the Cash
Administrator, that mature no later than the immediately succeeding Payment
Date. On and after the Termination Date, any investment of such amounts in
Permitted Investments shall be solely at the discretion of the Purchaser. All
Investment Earnings shall be deposited into the Collection Account as and when
received and shall be applied and disbursed in the same manner and priority as
all other amounts in the Collection Account.

         Section 2.9 PAYMENTS AND COMPUTATIONS; FUNDING INDEMNITY FOR
FAILED PURCHASE.

                  (a) All amounts to be paid or deposited by the Originator,
         Seller, Servicer or any other applicable payor referred to hereunder
         shall be paid or deposited in accordance with the terms hereof no later
         than 1:00 p.m. (Chicago, Illinois time) on the day when due in lawful
         money of the United States in immediately available funds, and if not
         so timely deposited, shall be deemed to have been received on the
         following Business Day.

                  (b) Whenever any payment hereunder shall be stated to be due
         on a day other than a Business Day, such payment shall be made on the
         next succeeding Business Day, and such extension of time shall in such
         case be included in the computation of payment of Yield, Yield on Yield
         or any fee payable hereunder, as the case may be.

                  (c) If any Purchase requested by the Seller pursuant to
         Section 2.2 is not for any reason whatsoever made or effectuated, as
         the case may be, on the date specified therefor, the Seller and
         Originator, jointly and severally, shall be obligated to indemnify the
         Purchaser against any loss, cost or expense incurred by such Purchaser,
         including,




                                     - 9 -
<PAGE>   14

         without limitation, any loss, cost or expense incurred by such
         Purchaser (as reasonably determined by such Purchaser) as a result of
         the liquidation or redeployment of deposits or other funds acquired by
         such Purchaser to fund or maintain such Purchase, as the case may be;
         PROVIDED, that no such indemnification shall be required if any
         Purchase is not made or effectuated as a result of any action or
         inaction by the Purchaser, other than a failure by such Purchaser to
         make any Purchase due to a failure of any condition precedent to such
         purchase set forth herein.

         Section 2.10 [OMITTED].

         Section 2.11 ADDITION/SUBSTITUTION OF RECEIVABLES.

                  (a) On any day prior to the Termination Date provided it is
         done no more than once each Collection Period, and subject to the terms
         and conditions hereof, the Seller may at its option replace a Purchased
         Receivable currently in the Asset Pool (a "REPLACED RECEIVABLE") with
         one or more Subsequent Receivables; provided, that the aggregate
         Receivable Balances of all Replaced Receivables since the Initial
         Cutoff Date shall not, at any date of determination, exceed an amount
         equal to ten percent (10.00%) of the aggregate Receivable Balance of
         all Receivables sold by the Seller to the Purchaser pursuant to this
         Agreement as of such date. Subject to the conditions set forth in
         paragraph (b) below, the Seller if exercising such option shall sell,
         transfer, assign, set over and otherwise convey to the Purchaser,
         without recourse other than as expressly provided in the Transaction
         Documents, (i) all the Seller's right, title and interest in and to the
         Subsequent Receivables listed on the related Subsequent List of
         Receivables (including, without limitation, all Collections and rights
         to receive Collections with respect thereto on or after the related
         Subsequent Cutoff Date, but excluding any collections or rights to
         receive payments which were collected pursuant thereto prior to such
         Subsequent Cutoff Date), and (ii) all other rights and property
         interests consisting of Assets related to such Subsequent Receivables
         (the property in clauses (i)-(ii) above, upon such transfer, becoming
         part of the Asset Pool).

                  (b) The Seller may transfer to the Purchaser the Subsequent
         Receivables and the other property and rights related thereto described
         in paragraph (a) above only upon the satisfaction of each of the
         following conditions on or prior to the related Subsequent Transfer
         Date (and the delivery of a related Addition Notice by the Seller shall
         be deemed a representation and warranty by the Seller, that such
         conditions have been or will be, as of the related Subsequent Transfer
         Date, satisfied):

                           (i) The Seller shall have provided the Purchaser with
                  a timely Addition Notice complying with the definition
                  thereof;

                           (ii) the Subsequent Receivable(s) being conveyed to
                  the Purchaser, satisfy the Subsequent Receivable Qualification
                  Conditions;






                                     - 10 -
<PAGE>   15

                           (iii) after giving effect to such conveyance, the
                  Subsequent Receivable Transfer Conditions shall remain
                  satisfied;

                           (iv) the Seller shall have delivered to the Purchaser
                  a duly executed written assignment, in substantially the form
                  of EXHIBIT I hereto (the "SUBSEQUENT TRANSFER AGREEMENT" or,
                  in the case of Substitute Receivables, substantially in the
                  form of EXHIBIT J hereto (the "SUBSTITUTE RECEIVABLES TRANSFER
                  AGREEMENT"), which shall include a Subsequent List of
                  Receivables listing the Subsequent Receivables;

                           (v) the Seller shall have deposited or caused to be
                  deposited in the Collection Account all Collections received
                  with respect to the Subsequent Receivables on or after the
                  related Subsequent Cutoff Date;

                           (vi) as of each Subsequent Transfer Date, both the
                  Originator and the Seller were Solvent and the conveyance
                  would not have the effect of rendering either no longer
                  Solvent;

                           (vii) no selection procedures believed by the
                  Originator or the Seller to be adverse to the interests of the
                  Purchaser shall have been utilized in selecting the Subsequent
                  Receivables;

                           (viii) each of the representations and warranties
                  made by the Originator pursuant to Article III of the Sale and
                  Contribution Agreement applicable to the Subsequent
                  Receivables shall be true and correct as of the related
                  Subsequent Transfer Date, and the Originator shall have
                  performed all obligations to be performed by it hereunder or
                  thereunder on or prior to such Subsequent Transfer Date; and

                           (ix) the Originator shall, at its own expense, on or
                  prior to the Subsequent Transfer Date, have indicated in its
                  Computer Disk and Records that the Subsequent Receivables
                  identified on the Subsequent List of Receivables in the
                  Subsequent Transfer Agreement have been sold to the Purchaser
                  through the Seller pursuant to this Agreement and the Sale and
                  Contribution Agreement.

                  (c) In connection with any replacement of existing Receivables
         in the Asset Pool with Subsequent Receivables effected in accordance
         with the terms hereof, the Purchaser shall, automatically and without
         further action, be deemed to transfer to the Seller, free and clear of
         any Lien created pursuant to this Agreement, all of the right, title
         and interest of the Purchaser in, to and under the related Replaced
         Receivable (including any Collections received with respect thereto on
         or after the related Subsequent Cutoff Date), and the Purchaser shall
         be deemed to represent and warrant that it has the corporate authority
         and has taken all necessary corporate action to accomplish such
         transfer, but without any other recourse, representation or warranty,
         express or implied.



                                     - 11 -
<PAGE>   16

         Section 2.12 EXTENSION OF PROGRAM TERMINATION DATE; INCREASE
IN COMMITMENT.

                  (a) The Seller may, within 180 days, but no later than 120
         days, prior to the then applicable Program Termination Date, by written
         notice to the Purchaser, make written request for the Purchaser to
         extend the Program Termination Date for an additional period of 364
         days. The Purchaser shall make a determination, in its sole discretion
         and after a full credit review, not less than 90 days prior to the then
         applicable Program Termination Date as to whether or not it will agree
         to extend the Program Termination Date; PROVIDED, HOWEVER, that the
         failure of the Purchaser to make a timely response to the Seller's
         request for extension of the Program Termination Date shall be deemed
         to constitute a refusal by the Purchaser to extend the Program
         Termination Date. The Program Termination Date shall only be extended
         upon the written consent of the Purchaser.

                  (b) At any time after the Closing Date, the Seller may, by
         written notice to the Purchaser delivered at least 20 Business Days
         prior to a Purchase Date, request an increase in the Purchase Limit;
         PROVIDED that any such increase must be in a minimum amount of U.S.
         $50,000,000. The Purchaser in its sole discretion may approve such
         request for an increase in the Purchase Limit, which increase shall
         become effective only upon receipt by the Seller of written
         confirmation of the Purchaser's consent to such increase, which
         specifies the Purchase Limit as so increased.

         Section 2.13 EFFECT OF AMENDMENT AND RESTATEMENT. This Agreement amends
and restates in its entirety the Prior Purchase Agreement and, upon
effectiveness of this Agreement, the terms and provisions of the Prior Purchase
Agreement shall, subject to this SECTION 2.13, be superseded hereby. All
references to "Asset Purchase Agreement" or "Agreement" contained in the
Transaction Documents delivered in connection with the Prior Purchase Agreement
shall be deemed to refer to this Agreement. Notwithstanding the amendment and
restatement of the Prior Purchase Agreement by this Agreement, the obligations
and indemnities outstanding under the Prior Purchase Agreement as of the Closing
Date shall remain outstanding and constitute continuing obligations hereunder.
Such outstanding rights and obligations shall in all respects be continuing, and
this Agreement shall not be deemed to evidence or result in a novation of such
rights and obligations. In furtherance of and without limiting the foregoing,
from and after the Closing Date and except as expressly specified herein, the
terms, conditions, and covenants governing the rights and obligations
outstanding under the Prior Purchase Agreement shall be solely as set forth in
this Agreement, which shall supersede the Prior Purchase Agreement in its
entirety.







                                     - 12 -
<PAGE>   17

                                  ARTICLE III

                                   [RESERVED]

                                   ARTICLE IV

                             CONDITIONS OF PURCHASES

         Section 4.1 CONDITIONS PRECEDENT TO INITIAL PURCHASE.

         The Initial Purchase hereunder is subject to the condition precedent
that the Purchaser shall have received on or before the date of such purchase
the items listed in SCHEDULE I, each (unless otherwise indicated) dated such
date, in form and substance satisfactory to the Purchaser.

         Section 4.2 CONDITIONS PRECEDENT TO ALL PURCHASES.

         The Initial Purchase and each Incremental Purchase from the Seller by
the Purchaser shall be subject to the further conditions precedent that:

                  (a) with respect to any such Purchase (other than the Initial
         Purchase) prior to the date of such Purchase,

                           (i) the Servicer shall have delivered to the
                  Purchaser (A) a completed Asset Report, in form and substance
                  reasonably satisfactory to the Purchaser, substantially in the
                  form of the Asset Report referred to in Schedule I with
                  respect to the Initial Purchase, dated within five (5)
                  Business Days prior to the date of such Incremental Purchase
                  and containing such additional information as may be
                  reasonably requested by the Purchaser, and (B) a Subsequent
                  List of Receivables relating to such Incremental Purchase, and
                  (c) executed Assignments (under both the Sale and Contribution
                  Agreement and this Agreement) relating thereto; and

                           (ii) the Receivables File with respect to such Asset
                  Pool Portion being purchased shall have been delivered into
                  the custody of the Purchaser (or arrangements for custody
                  thereof otherwise satisfactory to the Purchaser shall have
                  been implemented); and

                           (iii) all actions or additional actions necessary, in
                  the reasonable judgment of the Purchaser, to obtain an
                  absolute ownership interest in favor of the Purchaser in the
                  Asset Pool Portion being purchased shall have been taken (and
                  Purchaser may in its discretion require, as a condition to
                  such determination, the delivery of an Opinion of Counsel to
                  such effect);





                                     - 13 -
<PAGE>   18

                  (b) on the date of such Purchase the following statements
         shall be true and the Seller by accepting the amount of such Purchase
         shall be deemed to have certified that:

                           (i) the representations and warranties contained in
                  Sections 5.1 and 5.2 are true and correct on and as of such
                  day as though made on and as of such date,

                           (ii) no event has occurred and is continuing, or
                  would result from such Purchase which constitutes an Event of
                  Termination,

                           (iii) on and as of such day, after giving effect to
                  such Purchase, the Capital Payout will not exceed the Purchase
                  Limit, and the outstanding Capital will not exceed the Capital
                  Limit, and

                           (iv) on and as of such day, the Seller and the
                  Servicer each has performed all of the agreements contained in
                  this Agreement and the other Transaction Documents to be
                  performed by such Person at or prior to such day;

                  (c) no law, rule or regulation shall prohibit, and no order,
         judgment or decree of any federal, state or local court or government
         body, agency or instrumentality shall prohibit or enjoin any of the
         activities of the Purchaser contemplated by this Agreement;

                  (d) (i) no event has occurred under the Warehouse Facility
         that would relieve Heller Financial, Inc. from making advances under
         the Warehouse Facility and (ii) no Increased Cost Event shall have
         occurred and be continuing;

                  (e) the Deed Custodian shall have received with respect to
         Receivables either an original note/instrument and related Allonge or
         the original conditional sales contract;

                  (f) the Deed Custodian shall have received either a Master
         Deed or Deeds relating to the Intervals if the related Receivable is a
         conditional sales contract;

                  (g) in the event the condition requiring the application of
         the Interest Rate Environment Modifier exists, the Purchaser and Seller
         shall have agreed to the Interest Rate Environment Modifier; and

                  (h) the Purchaser shall have received such other approvals,
         opinions or documents as the Purchaser may reasonably request.








                                     - 14 -
<PAGE>   19

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

         Section 5.1 REPRESENTATIONS AND WARRANTIES OF THE SELLER.

         The Seller represents and warrants, as of the Closing Date, each
Purchase Date and each Subsequent Transfer Date, as follows:

                  (a) ORGANIZATION AND GOOD STANDING. The Seller is a
         corporation duly organized and validly existing in good standing under
         the laws of the State of Delaware, and has full corporate power,
         authority and legal right to own its properties and conduct its
         business as such properties are presently owned and such business is
         presently conducted, and to execute, deliver and perform its
         obligations under this Agreement and each other Transaction Document to
         which it is a party.

                  (b) DUE QUALIFICATION. The Seller is duly qualified to do
         business and is in good standing as a foreign corporation (or is exempt
         from such requirements), and has obtained or will obtain all necessary
         licenses and approvals, in each jurisdiction in which failure to so
         qualify or to obtain such licenses and approvals would have a material
         adverse effect on its ability to perform its obligations hereunder.

                  (c) DUE AUTHORIZATION. The execution and delivery of this
         Agreement and each other Transaction Document to which it is a party,
         and the consummation of the transactions provided for herein and
         therein have been duly authorized by the Seller by all necessary
         corporate action on the part of the Seller.

                  (d) NO CONFLICT. The execution and delivery of this Agreement
         and each other Transaction Document to which it is a party, the
         performance of the transactions contemplated hereby and thereby and the
         fulfillment of the terms hereof and thereof will not conflict with,
         result in any breach of any of the material terms and provisions of, or
         constitute (with or without notice or lapse of time or both) a material
         default under, any material indenture, receivable, agreement, mortgage,
         deed of trust, or other instrument to which the Seller is a party (or
         by which it or any of its property is bound).

                  (e) NO VIOLATION. The execution and delivery of this Agreement
         and each other Transaction Document to which it is a party, the
         performance of the transactions contemplated hereby and thereby and the
         fulfillment of the terms hereof and thereof (including, without
         limitation, the sale of Assets by the Seller or remittance of
         Collections in accordance with the provisions of this Agreement) will
         not conflict with or violate, in any material respect, any Requirements
         of Law applicable to the Seller.

                  (f) NO PROCEEDINGS. There are no proceedings or investigations
         pending or, to the best knowledge of the Seller, threatened against the
         Seller, before any court,






                                     - 15 -
<PAGE>   20

         regulatory body, administrative agency, or other tribunal or
         governmental instrumentality (i) asserting the invalidity of this
         Agreement or any other Transaction Document, (ii) seeking to prevent
         the consummation of any of the transactions contemplated by this
         Agreement or any other Transaction Document or (iii) seeking any
         determination or ruling that could reasonably be expected to be
         adversely determined, and if adversely determined, would materially and
         adversely affect the performance by the Seller of its obligations under
         this Agreement or any Transaction Document.

                  (g) ALL CONSENTS REQUIRED. All approvals, authorizations,
         consents, orders or other actions of any Person or of any Governmental
         Authority required in connection with the Seller's execution and
         delivery of this Agreement and the other Transaction Documents to which
         it is a party, the performance of the transactions contemplated hereby
         and thereby, and the fulfillment of the terms hereof and thereof, have
         been obtained.

                  (h) BULK SALES. The execution, delivery and performance of
         this Agreement do not require compliance with any "BULK SALES" law by
         the Seller.

                  (i) SOLVENCY. After giving effect to the transactions under
         this Agreement, the Seller will be Solvent.

                  (j) SELECTION PROCEDURES. No selection procedures believed by
         the Seller to be materially adverse to the interests of the Purchaser
         were utilized by the Seller in selecting the Receivables in the Asset
         Pool.

                  (k) TAXES. The Seller has filed or caused to be filed all tax
         returns which, to its knowledge, are required to be filed and has paid
         when due all taxes shown to be due and payable on such returns or on
         any assessments made against it or any of its property and all other
         taxes, fees or other charges imposed on it or any of its property by
         any Governmental Authority (other than any amount of tax due the
         validity of which is currently being contested in good faith by
         appropriate proceedings and with respect to which reserves in
         accordance with generally accepted accounting principles have been
         provided on the books of the Seller); no tax lien has been filed and,
         to the Seller's knowledge, no claim is being asserted, with respect to
         any such tax, fee or other charge.

                  (l) AGREEMENTS ENFORCEABLE. This Agreement and the other
         Transaction Documents to which the Seller is a party constitute the
         legal, valid and binding obligation of the Seller enforceable against
         the Seller in accordance with their respective terms, except as such
         enforceability may be limited by (i) applicable Insolvency Laws and
         (ii) general principles of equity (whether considered as a suit at law
         or in equity) or implied covenants of good faith and fair dealing.

                  (m) EXCHANGE ACT COMPLIANCE. No proceeds of any Purchase will
         be used by the Seller or the Originator to acquire any security in any
         transaction which is subject to Section 13 or 14 of the Securities
         Exchange Act of 1934, as amended.






                                     - 16 -
<PAGE>   21

                  (n) NO LIENS. Each Asset, together with the Receivable related
         thereto, shall, immediately prior to its sale hereunder, be owned by
         the Seller free and clear of any Lien (except Permitted Liens), and
         upon each Purchase, the Purchaser shall acquire an undivided ownership
         interest in each Asset and in the Collections with respect thereto,
         free and clear of any Lien (except Permitted Liens). No effective
         financing statement or other instrument similar in effect covering any
         Asset or the Collections with respect thereto shall at any time be on
         file in any recording office except such as may be filed in favor of
         the Purchaser relating to this Agreement, or in favor of the Seller as
         assignee of the Originator.

                  (o) PURCHASE LIMIT AND CAPITAL LIMIT. The Capital Payout
         (after giving effect to any current Purchase or conveyance of
         Receivables) does not exceed the Purchase Limit; and the aggregate
         Capital outstanding (after giving effect to any current Purchase or
         conveyance of Receivables) does not exceed the Capital Limit.

                  (p) REPORTS ACCURATE. No Asset Report, exhibit, financial
         statement, document, book, record or report furnished or to be
         furnished by the Seller to the Purchaser in connection with this
         Agreement is or will be inaccurate in any material respect as of the
         date it is or shall be dated or (except as otherwise disclosed to the
         Purchaser, as the case may be, at such time) as of the date so
         furnished, and no such document contains or will contain any material
         misstatement of fact or omits or shall omit to state a material fact or
         any fact necessary in light of the circumstances under which made, to
         make the statements contained therein not misleading.

                  (q) LOCATION OF OFFICES. The principal place of business and
         chief executive office of the Seller and the Originator, and the office
         where the Seller and Originator keep all the Records, are located at
         the addresses of the Seller and Originator, respectively, referred to
         in Section 12.2 hereof (or at such other locations as to which the
         notice and other requirements specified herein shall have been
         satisfied).

                  (r) TRADENAMES. Except as described in SCHEDULE III, neither
         the Seller nor the Originator has trade names, fictitious names,
         assumed names or "DOING BUSINESS AS" names or other names under which
         either has done or is doing business.

                  (s) SALE AND CONTRIBUTION AGREEMENT. The Sale and Contribution
         Agreement is the only agreement pursuant to which the Seller acquires
         ownership of the Receivables and related Assets.

                  (t) VALUE GIVEN. The Seller shall have given reasonably
         equivalent value to the Originator in consideration for the transfer to
         the Seller of the Assets under the Sale and Contribution Agreement, no
         such transfer shall have been made for or on account of an antecedent
         debt owed by such Originator to the Seller, and no such transfer is or
         may be voidable or subject to avoidance under any section of the
         Bankruptcy Code.





                                     - 17 -
<PAGE>   22

                  (u) SPECIAL PURPOSE ENTITY. The Certificate of Incorporation
         of the Seller includes substantially the provisions set forth on
         EXHIBIT F hereto, and the Originator has confirmed in writing to the
         Seller that, so long as the Seller is not "INSOLVENT" within the
         meaning of the Bankruptcy Code, the Originator has covenanted in the
         Sale and Contribution Agreement that it will not cause the Seller to
         file a voluntary petition under the Bankruptcy Code or any other
         bankruptcy or insolvency laws.

                  (v) ACCOUNTING. The Originator and Seller each account for the
         transfer from the Originator of interests in Assets and Collections
         under the Sale and Contribution Agreement as sales of such Assets in
         its books, records and financial statements, in each case consistent
         with GAAP and with the requirements set forth herein.

                  (w) SEPARATE ENTITY. The Seller is operated as an entity with
         assets and liabilities distinct from those of the Originator and any
         Affiliates thereof (other than the Seller), and the Seller and
         Originator hereby acknowledge that the Purchaser is entering into the
         transactions contemplated by this Agreement in reliance upon the
         Seller's identity as a separate legal entity from the Originator and
         from each such other Affiliate of the Originator.

                  (x) BACK-UP SECURITY INTEREST. It is the intention of the
         Originator and Seller that the transactions contemplated by the Sale
         and Contribution Agreement and this Agreement constitute an irrevocable
         sale, assignment and transfer of ownership of the Receivables and
         related Assets transferred thereunder. Nevertheless, in the event a
         court of competent jurisdiction were to ever determine that the
         transactions contemplated by the Sale and Contribution Agreement and
         the this Agreement were secured financings rather than "TRUE SALES",
         the Originator has granted (and hereby grants to) the Seller in the
         Sale and Contribution Agreement and the Seller by assignment of its
         rights hereunder has granted (and hereby grants to) the Purchaser a
         "SECURITY INTEREST" (the term security interest, as used throughout
         this Agreement, is used as defined in the UCC) in the Receivables and
         related Assets being conveyed hereunder, which is enforceable in
         accordance with the UCC upon execution and delivery of this Agreement.
         Upon the filing of UCC-1 financing statements naming the Purchaser as
         secured party and buyer and the Seller as debtor and seller, the
         Purchaser shall have a first priority perfected security interest in
         the Assets and Collections. All filings (including, without limitation,
         such UCC filings) as are necessary in any jurisdiction to perfect the
         interest of the Purchaser in the Assets and Collections have been (or
         prior to the applicable Purchase will be) made.

                  (y) INVESTMENT COMPANY AND PUBLIC UTILITY HOLDING COMPANY.
         Neither the Originator nor the Seller is an "INVESTMENT COMPANY" within
         the meaning of and subject to regulation under the Investment Company
         Act of 1940, as amended, or a "HOLDING COMPANY" or a "SUBSIDIARY
         COMPANY" of a "HOLDING COMPANY," within the meaning of the Public
         Utility Holding Company Act of 1935, as amended.





                                     - 18 -
<PAGE>   23

                  (z) ACCURACY OF REPRESENTATIONS AND WARRANTIES. Each
         representation or warranty by the Seller contained herein or in any
         certificate or other document furnished by the Seller pursuant hereto
         or in connection herewith is when furnished true and correct in all
         material respects; provided, however, Purchaser acknowledges that with
         respect to the condition of a Receivable as an "ELIGIBLE RECEIVABLE" as
         of their date of Purchase hereunder, Purchaser's remedy for a breach of
         a representation or warranty relating to their status as an Eligible
         Receivable is provided by Section 6.3 hereof.

                  (aa) YEAR 2000. Seller 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 it will be "YEAR 2000
         COMPLIANT" by January 1, 2000. For purposes of this Section 5.1, "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 Seller 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. From time to
         time, at the request of the Purchaser, Seller shall provide to
         Purchaser such updated information as is requested regarding the status
         of its effort to become Year 2000 Compliant.

                  (bb) RESERVATION SYSTEM. The Reservation System is owned by
         the Club Managing Entity free and clear of any liens or security
         interests, but subject to the provisions of the Club Management
         Agreement and the Trust Agreement, and the Club has the right to
         utilize such system under and pursuant to Club Management Agreement.
         The Club Management Agreement is in full force and effect and no
         default on the part of the Club Trustee or the Club Managing Entity
         exists thereunder. The Servicer owns 100% of the equity capital of the
         Club Managing Entity. An assessment of the microchip and computer-based
         systems and the software used in the Reservation System has been made
         and based upon such assessment, the Servicer and the Managing Entity
         believe it will be Year 2000 Compliant by January 1, 2000.

                  (cc) TRUST AGREEMENT. The Trust Agreement, of which a true and
         correct copy is attached hereto as EXHIBIT E, is in full force and
         effect.

The representations and warranties set forth in this section shall survive the
transfer of the Assets to the Purchaser, and termination of the rights and
obligations of the Servicer pursuant to the Servicing Agreement. Upon discovery
by the Seller, the Servicer or the Purchaser of a breach of any of the foregoing
representations and warranties, the party discovering such breach shall give
prompt written notice to the others.

         Section 5.2 REPRESENTATIONS AND WARRANTIES OF SELLER RELATING TO THE
AGREEMENT AND THE RECEIVABLES.

         The Seller hereby represents and warrants to the Purchaser that, as of
the Closing Date, each Purchase Date and as of each Subsequent Transfer Date:





                                     - 19 -
<PAGE>   24

         (a) Binding Obligation; Valid Sale and Transfer of Ownership;
Precautionary Grant of Security Interest.

                  (i) This Agreement and each other Transaction Document to
         which the Seller is a party constitutes a legal, valid and binding
         obligation of the Seller, enforceable against the Seller in accordance
         with its terms, except as such enforceability may be limited by
         Insolvency Laws and except as such enforceability may be limited by
         general principles of equity (whether considered in a suit at law or in
         equity).

                  (ii) It is the expressed intention of Seller and Purchaser
         that this Agreement constitutes an irrevocable true sale and transfer
         of ownership from Seller to the Purchaser of all right, title and
         interest of Seller in, to and under the Assets, and that such transfer
         be free and clear of any Lien of any Person claiming through or under
         the Seller or its Affiliates, except for Permitted Liens. Nevertheless,
         in the event a court of competent jurisdiction were to determine that
         the transactions contemplated by this Agreement constitute a secured
         financing rather than a true sale, Seller hereby grants, as a
         precautionary measure, a security interest in such Assets to the
         Purchaser. Upon the filing of the financing statements described in
         Section 5.1(x) and, in the case of Incremental Purchases or Subsequent
         Receivables on the applicable Incremental Purchase Date or Subsequent
         Transfer Date, as applicable, the Purchaser shall have a first priority
         perfected security interest in such property, subject only to Permitted
         Liens. Neither the Seller nor any Person claiming through or under
         Seller shall have any claim to or interest in the Collection Account,
         except to the extent set forth in Sections 2.6 and 2.7, as applicable,
         and, if, notwithstanding the expressed intention of the parties hereto,
         this Agreement constitutes the grant of a security interest (for
         collateral purposes) in such property, except for the interest of
         Seller in such property as a debtor for purposes of the UCC.

         (b) ELIGIBILITY OF RECEIVABLES. As of the initial Cutoff Date,

                  (i) the List of Receivables and the Asset Report delivered in
         connection therewith is an accurate and complete listing in all
         material respects of all the Receivables in and to become part of the
         Asset Pool as of the Cutoff Date and the information contained therein
         (including with respect to the identity of such Receivables, Obligors
         thereon, and the amounts owing thereunder) is true and correct in all
         material respects as of the Cutoff Date, and

                  (ii) each such Receivable is an Eligible Receivable,








                                     - 20 -
<PAGE>   25
                  (iii) each such Receivable and the related Assets has been
         transferred to the Purchaser free and clear of any Lien of any Person
         (other than Permitted Liens) and in compliance, in all material
         respects, with all Requirements of Law applicable to the Seller, and

                  (iv) with respect to each such Receivable, all material
         consents, licenses, approvals or authorizations of or registrations or
         declarations with any Governmental Authority required to be obtained,
         effected or given by Seller in connection with the transfer of such
         Receivable and the related Assets to the Purchaser have been duly
         obtained, effected or given and are in full force and effect.

         On each Incremental Purchase Date or Subsequent Transfer Date, the
Seller shall be deemed to represent and warrant to the Purchaser that

                  (I)      the Subsequent List of Receivables and the Asset
                           Report delivered in connection therewith is an
                           accurate and complete listing in all material
                           respects of all the Receivables then in, and as a
                           result of such Incremental Purchaser or Subsequent
                           Transfer to become part of, the Asset Pool as of the
                           applicable Cutoff Date and the information contained
                           therein (including with respect to the identity of
                           such Receivables, Obligors thereon, and the amounts
                           owing thereunder) is true and correct in all material
                           respects as of the applicable Cutoff Date,

                  (II)     each Receivable transferred on such day is an
                           Eligible Receivable,

                  (III)    each such Receivable and the related Assets has been
                           transferred to the Purchaser free and clear of any
                           Lien of any Person (other than Permitted Liens) and
                           in compliance, in all material respects, with all
                           Requirements of Law applicable to Seller or the
                           Originator thereof, and

                  (IV)     with respect to each such Receivable and related
                           Assets, all material consents, licenses, approvals or
                           authorizations of or registrations or declarations
                           with any Governmental Authority required to be
                           obtained, effected or given by the Seller in
                           connection with the transfer of such Receivable and
                           related Assets to the Purchaser have been duly
                           obtained, effected or given and are in full force and
                           effect.

                  (c) NOTICE OF BREACH. The representations and warranties set
         forth in this Section 5.2 shall survive the transfer of the respective
         Receivables and related Assets, or





                                     - 21 -
<PAGE>   26

         interests therein, to the Purchaser. Upon discovery by the Seller, the
         Servicer or the Purchaser of a breach of any of the foregoing
         representations and warranties, the party discovering such breach shall
         give prompt written notice to the others.

         Section 5.3 REPRESENTATIONS AND WARRANTIES OF THE CLUB AND THE
CLUB TRUSTEE.

                  (a) The Bluegreen Vacation Club Trust is a trust duly
         established in accordance with the Trust Agreement under the laws of
         the State of Florida for the purpose of holding and preserving certain
         property for the benefit of the beneficiaries referred to in the Trust
         Agreement. The Club Trustee has all necessary trust and other
         authorizations and powers required to carry out its obligations under
         the Trust Agreement in the State of Florida and in all other states in
         which it owns Resort Interests. The Bluegreen Vacation Club Trust is
         not a corporation or business trust under the laws of the State of
         Florida. The Bluegreen Vacation Club Trust is not taxable as an
         association, corporation or business trust under federal law or the
         laws of the State of Florida.

                  (b) The Club Trustee is a corporation duly formed, validly
         existing and in good standing under the laws of the State of Florida.
         The Club Trustee is authorized to transact business in no other state.
         The Club Trustee is not an affiliate of the Servicer and is in
         compliance with the requirements of Chapter 721, Florida Statutes, that
         it be independent of the Servicer.

                  (c) The Club Trustee had all necessary corporate power to
         execute and deliver, and has all necessary corporate power to perform
         its obligations under this Agreement, the other Transaction Documents
         to which it is a party, the Trust Agreement and the Club Management
         Agreement. The Club Trustee possesses all requisite franchises,
         operating rights, licenses, permits, consents, authorizations,
         exemptions and orders as are necessary to discharge its obligations
         under the Trust Agreement.

                  (d) A certified copy of the Trust Agreement has been delivered
         to the Purchaser together with all amendments and supplements in
         respect thereof.

                  (e) The Club Trustee holds all right, title and interest in
         and to all of the Resort Interests related to the Club Receivables
         solely for the benefit of the Beneficiaries referred to in, and subject
         in each case to the provisions of, the Trust Agreement and the other
         documents and agreements related thereto. Except with respect to the
         Purchase Money Mortgages, the Club Trustee has permitted none of such
         Resort Interests to be made subject to any lien or encumbrance during
         the time it has been a part of the trust estate under the Trust
         Agreement.

                  (f) There are no actions, suits, proceedings, orders or
         injunctions pending against the Club Trust or the Club Trustee, at law
         or in equity, or before or by any governmental authority.



                                     - 22 -
<PAGE>   27

                  (g) Neither the Club Trust nor the Club Trustee has incurred
         any indebtedness for borrowed money (directly, by guarantee, or
         otherwise).

                  (h) All ad valorem taxes and other taxes and assessments
         against the Bluegreen Vacation Club Trust and/or its trust estate have
         been paid and neither the Servicer nor the Club Trustee knows of any
         basis for any additional taxes or assessments against any such
         property. The Club Trust has filed all required tax returns and has
         paid all taxes shown to be due and payable on such returns, including
         all taxes in respect of sales of Owner Beneficiary Rights (as defined
         in the Trust Agreement) and Vacation Points.

                  (i) The Club Trust and the Club Trustee are in compliance with
         all applicable laws, statutes, rules and governmental regulations
         applicable to it and in compliance with each instrument, agreement or
         document to which it is a party or by which it is bound, including,
         without limitation, the Trust Agreement.

                  (j) Except as expressly permitted in the Trust Agreement, the
         Club Trustee has maintained the One-to-One Beneficiary to Accommodation
         Ratio (as such terms are defined in the Trust Agreement).

                  (k) Except as disclosed to the Purchaser in writing, none of
         the Obligors under the Club Receivables has had its rights under the
         Club Trust suspended.

                  (l) Bluegreen Vacation Club, Inc. is a non-stock corporation
         duly formed, validly existing and in good standing under the laws of
         the State of Florida.

                  (m) Upon purchase of the Club Receivables and related Assets
         hereunder, the Purchaser is an "Interest Holder Beneficiary" under the
         Trust Agreement and each of the Club Receivables constitutes "Lien
         Debt", "Purchase Money Lien Debt" and "Owner Beneficiary Obligations"
         under the Trust Agreement.

                  (n) Except as disclosed to the Purchaser in writing, each
         Purchase Money Mortgage associated with a Club Receivable and granted
         by the Club Trustee or the Obligor on the related Club Receivable, as
         applicable, has been duly executed, delivered and recorded (or will be
         recorded) by or pursuant to the instructions of the Club Trustee under
         the Trust Agreement and such Purchase Money Mortgage is valid and
         binding and effective to create the lien and security interests it
         purports to create. Each of such Purchase Money Mortgages was granted
         in connection with the financing of a sale of a Resort Interest.









                                     - 23 -
<PAGE>   28

                                   ARTICLE VI

                                GENERAL COVENANTS

         Section 6.1 GENERAL COVENANTS OF THE SELLER.

         Until the date on which all Aggregate Unpaids following the Termination
Date or Program Termination Date have been indefeasibly paid in full, the Seller
hereby covenants that:

                  (a) COMPLIANCE WITH LAWS; PRESERVATION OF CORPORATE EXISTENCE.
         The Seller will comply in all material respects with all applicable
         laws, rules, regulations and orders and preserve and maintain its
         corporate existence, rights, franchises, qualifications and privileges.

                  (b) [OMITTED].

                  (c) SECURITY INTERESTS. Except for the transfers hereunder,
         the Seller will not sell, pledge, assign or transfer to any other
         Person, or grant, create, incur, assume or suffer to exist any Lien on
         any Receivable in the Asset Pool or related Interval, whether now
         existing or hereafter transferred hereunder, or any interest therein,
         and the Seller will not sell, pledge, assign or suffer to exist any
         Lien on its interest, if any, hereunder. The Seller will immediately
         notify the Purchaser of the existence of any such Lien on any
         Receivable in the Asset Pool or related Interval; and the Seller shall
         defend the right, title and interest of the Purchaser in, to and under
         the Receivables in the Asset Pool and the related Interval, against all
         claims of third parties; PROVIDED, HOWEVER, that nothing in this
         Section 6.l (c) shall prevent or be deemed to prohibit the Seller from
         suffering to exist Permitted Liens upon any of the Receivables in the
         Asset Pool or any related Interval.

                  (d) COMPLIANCE WITH LAW. The Seller hereby agrees to comply in
         all material respects with all Requirements of Law applicable to the
         Seller, the Receivables and the Intervals.

                  (e) ACTIVITIES OF SELLER. The Seller shall not engage in any
         business or activity of any kind, or enter into any transaction or
         indenture, mortgage, instrument, agreement, receivable, lease or other
         undertaking, which is not directly related to the transactions
         contemplated and authorized by this Agreement, the other Transaction
         Documents and its Certificate of Incorporation.

                  (f) AGREEMENTS. The Seller shall not become a party to, or
         permit any of its properties to be bound by, any indenture, mortgage,
         instrument, receivable, agreement, lease or other undertaking, except
         this Agreement and the other Transaction Documents, or amend or modify
         the provisions of its Certificate of Incorporation, or issue any power
         of attorney except to the Purchaser or the Servicer.

                  (g) SEPARATE CORPORATE EXISTENCE. The Seller shall:





                                     - 24 -
<PAGE>   29

                           (i) Maintain its own deposit account or accounts,
                  separate from those of any Affiliate, with commercial banking
                  institutions. The funds of the Seller will not be diverted to
                  any other Person or for other than corporate uses of the
                  Seller.

                           (ii) Ensure that, to the extent that it shares the
                  same officers or other employees as any of its stockholders or
                  Affiliates, the salaries of and the expenses related to
                  providing benefits to such officers and other employees shall
                  be fairly allocated among such entities, and each such entity
                  shall bear its fair share of the salary and benefit costs
                  associated with all such common officers and employees.

                           (iii) Ensure that, to the extent that it and
                  Originator (together with their respective stockholders or
                  Affiliates) jointly does business with vendors or service
                  providers or share overhead expenses, the costs incurred in so
                  doing shall be allocated fairly among such entities, and each
                  such entity shall bear its fair share of such costs. To the
                  extent that it and the Originator (together with their
                  respective stockholders or Affiliates) does business with
                  vendors or service providers when the goods and services
                  provided are partially for the benefit of any other Person,
                  the costs incurred in so doing shall be fairly allocated to or
                  among such entities for whose benefit the goods and services
                  are provided, and each such entity shall bear its fair share
                  of such costs. All material transactions between Seller and
                  any of its Affiliates shall be only on an arm's length basis.

                           (iv) To the extent that Seller and any of its
                  stockholders or Affiliates have offices the same location,
                  there shall be a fair and appropriate allocation of overhead
                  costs among them, and each such entity shall bear its fair
                  share of such expenses.

                           (v) Conduct its affairs strictly in accordance with
                  its Certificate of Incorporation and observe all necessary,
                  appropriate and customary corporate formalities, including,
                  but not limited to, holding all regular and special
                  stockholders' and directors' meetings appropriate to authorize
                  all corporate action, keeping separate and accurate minutes of
                  its meetings, passing all resolutions or consents necessary to
                  authorize actions taken or to be taken, and maintaining
                  accurate and separate books, records and accounts, including,
                  but not limited to, payroll and intercompany transaction
                  accounts.

                  (h) LOCATION OF SELLER, RECORDS; INSTRUMENTS. The Seller (x)
         shall not move outside the State of Florida, the location of its chief
         executive office, without 30 days' prior written notice to the
         Purchaser and (y) shall not move or permit the Servicer to






                                     - 25 -
<PAGE>   30

        move the location of the Receivable Files, other than to the Custodian,
        from the locations thereof on the Initial Purchase Date, without 30
        days' prior written notice to the Purchaser and (z) will promptly take
        all actions required (including, but not limited to, all filings and
        other acts necessary or advisable under the UCC of each relevant
        jurisdiction in order to evidence the Purchaser's ownership interest
        (and back-up grant of a first priority perfected security interest to
        the Purchaser) in all Receivables in the Asset Pool. The Seller will
        give the Purchaser prompt notice of a change within the State of Florida
        of the location of its chief executive office.

                  (i) ACCOUNTING FOR PURCHASES. The Seller will not account for
         or treat (whether in financial statements or otherwise) the
         transactions contemplated hereby or by the Sale and Contribution
         Agreements in any manner other than the sale of Assets by the Seller to
         a Purchaser or the sale or contribution of the Receivables and related
         Assets by the Originator to the Seller, as the case may be.

                  (j) ERISA MATTERS. The Seller will not (a) engage in any
         prohibited transaction for which an exemption is not available or has
         not previously been obtained from the United States Department of
         Labor; (b) permit to exist any accumulated funding deficiency, as
         defined in Section 302(a) of ERISA and Section 412(a) of the Code, or
         funding deficiency with respect to any Benefit Plan other than a
         Multiemployer Plan; (c) fail to make any payments to a Multiemployer
         Plan that the Seller may be required to make under the agreement
         relating to such Multiemployer Plan or any law pertaining thereto; (d)
         terminate any Benefit Plan so as to result in any liability; or (e)
         permit to exist any occurrence of any reportable event described in
         Title IV of ERISA which represents a material risk of a liability of
         the Seller under ERISA or the Code.

                  (k) NATURE OF BUSINESS. The Seller will engage in no business
         other than the purchase of Assets from the Originator, the sale of
         Assets to the Purchaser and the other transactions permitted or
         contemplated by this Agreement.

                  (l) ORIGINATOR ASSETS. With respect to each Asset acquired by
         the Seller from the Originator, the Seller will (i) acquire such Asset
         pursuant to and in accordance with the terms of the Sale and
         Contribution Agreement, (ii) take all action necessary to perfect,
         protect and more fully evidence the Seller's ownership of such Asset,
         including, without limitation, (A) filing and maintaining effective
         financing statements (Form UCC-1) against the Originator in all
         necessary or appropriate filing offices, and filing continuation
         statements, amendments or assignments with respect thereto in such
         filing offices, and (B) executing or causing to be executed such other
         instruments or notices as may be necessary or appropriate, and (iii)
         take all additional action that the Purchaser may reasonably request to
         perfect, protect and more fully evidence the respective interests of
         the parties to this Agreement in the Assets.

                  (m) TRANSACTIONS WITH AFFILIATES. The Seller will not enter
         into, or be a party to, any transaction with any of its Affiliates,
         except (i) the transactions permitted or






                                     - 26 -
<PAGE>   31

        contemplated by this Agreement and the other Transaction Documents, and
        (ii) other transactions (including, without limitation, the lease of
        office space or computer hardware or software by the Seller to or from
        an Affiliate) (A) in the ordinary course of business, (B) pursuant to
        the reasonable requirements of the Seller's business, and (C) upon fair
        and reasonable terms that are no less favorable to the Seller than could
        be obtained in a comparable arms-length transaction with a Person not an
        Affiliate of the Seller. It is understood that any compensation
        arrangement for officers shall be permitted under clause (ii)(A) through
        (C) above if such arrangement has been expressly approved by the board
        of directors of the Seller.

                  (n) INDEBTEDNESS; INVESTMENTS. The Seller will not incur any
         Indebtedness other than Indebtedness arising hereunder or under the
         other Transaction Documents and (ii) Indebtedness owing to the
         Originator evidenced by subordinated promissory notes in form and
         substance reasonably satisfactory to the Purchaser. The Seller will
         not make any Investments other than Permitted Investments.

                  (o) CHANGE IN THE SALE AND CONTRIBUTION AGREEMENT. The Seller
         will not amend, modify, waive or terminate any terms or conditions of
         the Sale and Contribution Agreement.

                  (p) AMENDMENT TO CERTIFICATE OF INCORPORATION. The Seller will
         not amend, modify or otherwise make any change to its Certificate of
         Incorporation to delete or otherwise nullify or circumvent the
         provisions set forth on EXHIBIT F hereto.

                  (q) AUTHORIZED SIGNATORY. Any person signing a Request Notice
         on behalf of Seller, as provided in EXHIBIT A hereto shall have the
         requisite power and authority to sign the same on behalf of the Seller.

                  (r) RESORTS. Neither the Seller nor the Servicer shall permit
         the number of Resorts within the Club to be less than 20; provided that
         for purposes of this clause (r), a "Resort" shall include all phases,
         subdivisions and/or developments at the same or substantially the same
         geographic location.

                  (s) TERMINATION OF CLUB MANAGING ENTITY. The Servicer shall
         not permit the Club Managing Entity to terminate the Club Management
         Agreement without the prior written consent of the Purchaser, such
         consent not to be unreasonably withheld.

         Section 6.1A GENERAL COVENANTS OF THE CLUB TRUST AND CLUB TRUSTEE.

                  (a) NO CONVEYANCE. The Club Trustee agrees not to convey any
         Resort Interest in the Club relating to a Club Receivable which has
         been sold and assigned to the Purchaser unless the Purchaser shall have
         issued an instruction to the Club Trustee pursuant to Section 8.07(c)
         of the Trust Agreement in connection with its exercise of its rights as
         an Interest Holder Beneficiary (as defined in the Trust Agreement)
         under Section 7.02 of the Trust Agreement.






                                     - 27 -
<PAGE>   32

                  (b) SEPARATE CORPORATE EXISTENCE. The Club Trustee shall:

                           (i) Maintain its own deposit account or accounts,
                  separate from those of any Affiliate, with commercial banking
                  institutions. The funds of the Club Trustee will not be
                  diverted to any other Person or for other than trust or
                  corporate uses of the Club Trustee, as applicable.

                           (ii) Ensure that, to the extent that it shares the
                  same officers or other employees as any of its stockholders,
                  beneficiaries or Affiliates, the salaries of and the expenses
                  related to providing benefits to such officers and other
                  employees shall be fairly allocated among such entities, and
                  each such entity shall bear its fair share of the salary and
                  benefit costs associated with all such common officers and
                  employees.

                           (iii) Ensure that, to the extent that the Club
                  Trustee and the Servicer (together with their respective
                  stockholders or Affiliates) jointly do business with vendors
                  or service providers or share overhead expenses, the costs
                  incurred in so doing shall be allocated fairly among such
                  entities, and each such entity shall bear its fair share of
                  such costs. To the extent that the Club Trustee and the
                  Servicer (together with their respective stockholders or
                  Affiliates) do business with vendors or service providers when
                  the goods and services provided are partially for the benefit
                  of any other Person, the costs incurred in so doing shall be
                  fairly allocated to or among such entities for whose benefit
                  the goods and services are provided, and each such entity
                  shall bear its fair share of such costs. All material
                  transactions between Seller and any of its Affiliates shall be
                  only on an arm's length basis.

                           (iv) To the extent that the Club Trustee and any of
                  its stockholders, beneficiaries or Affiliates have offices in
                  the same location, there shall be a fair and appropriate
                  allocation of overhead costs among them, and each such entity
                  shall bear its fair share of such expenses.

                           (v) Conduct its affairs strictly in accordance with
                  the Trust Agreement or Articles of Incorporation, as
                  applicable, and observe all necessary, appropriate and
                  customary corporate formalities, including, but not limited
                  to, holding all regular and special stockholders', trustees'
                  and directors' meetings appropriate to authorize all trust and
                  corporate action, keeping separate and accurate minutes of its
                  meetings, passing all resolutions or consents necessary to
                  authorize actions taken or to be taken, and maintaining
                  accurate and separate books, records and accounts, including,
                  but not limited to, payroll and intercompany transaction
                  accounts.





                                     - 28 -
<PAGE>   33

                  (c) MERGER OR CONSOLIDATION. The Club Trustee shall not
         consolidate with or merge into any other corporation or convey,
         transfer or lease substantially all of its assets as an entirety to any
         Person unless the corporation formed by such consolidation or into
         which the Club Trustee, as the case may be, has merged or the Person
         which acquires by conveyance, transfer or lease substantially all the
         assets of the Club Trustee, as the case may be, as an entirety, can
         lawfully perform the obligations of the Club Trustee hereunder and
         executes and delivers to the Purchaser an agreement in form and
         substance reasonably satisfactory to the Purchaser which contains an
         assumption by such successor entity of the due and punctual performance
         and observance of each covenant and condition to be performed or
         observed by the Club Trustee under this Agreement.

                  (d) CORPORATE MATTERS. Notwithstanding any other provision of
         this Section and any provision of law, the Club Trustee shall not do
         any of the following:

                           (i) engage in any business or activity other than as
                  set forth herein or in or as contemplated by the Trust
                  Agreement or its Amended and Restated Articles of
                  Incorporation, as applicable;

                           (ii) without the affirmative vote of a majority of
                  the members of the Directors (or Persons performing similar
                  functions) of the Club Trustee (which must include the
                  affirmative vote of at least one duly appointed Independent
                  director), (A) dissolve or liquidate, in whole or in part, or
                  institute proceedings to be adjudicated bankrupt or insolvent,
                  (B) consent to the institution of bankruptcy or insolvency
                  proceedings against it, (C) file a petition seeking or consent
                  to reorganization or relief under any applicable federal or
                  state law relating to bankruptcy, (D) consent to the
                  appointment of a receiver, liquidator, assignee, trustee,
                  sequestrator (or other similar official) of the corporation or
                  a substantial part of its property, (E) make a general
                  assignment for the benefit of creditors, (F) admit in writing
                  its inability to pay its debts generally as they become due,
                  (G) terminate the Club Managing Entity as manager under the
                  Club Management Agreement or (H) take any corporate action in
                  furtherance of the actions set forth in clauses (A) through
                  (G) above; PROVIDED, HOWEVER, that no director may be required
                  by any shareholder or beneficiary of the Club Trustee to
                  consent to the institution of bankruptcy or insolvency
                  proceedings against the Club Trustee so long as it is solvent;

                           (iii) merge or consolidate with any other
                  corporation, company or entity or sell all or substantially
                  all of its assets or acquire all or substantially all of the
                  assets or capital stock or other ownership interest of any
                  other corporation, company or entity; or






                                     - 29 -
<PAGE>   34

                           (iv) with respect to the Club Trustee, amend or
                  otherwise modify its Articles of Incorporation or any
                  definitions contained therein without the prior written
                  consent of the Purchaser.

                  (e) The Club Trustee shall not incur any Indebtedness other
         than (i) trade payables and operating expenses (including taxes)
         incurred in the ordinary course of business or (ii) in connection with
         servicing Resort Interests included in the Club's trust estate in the
         ordinary course of business consistent with past practices; provided,
         that in no event shall the Club Trustee incur Indebtedness for borrowed
         money.

         Section 6.2 RELEASE OF INTEREST IN INTERVAL.

         At the same time as (i) any Receivable becomes a Prepaid Receivable and
in connection therewith the Interval related to such Prepaid Receivable is sold,
(ii) any Receivable matures, or (iii) the Seller through the Servicer,
substitutes or replaces any Receivable as contemplated in Section 2.11 hereof,
the Purchaser will release its interest in the Interval (whether Purchaser's
interest in such Interval is in the form of a lien through a Purchase Money
Mortgage or an interest in the Deed through the Deed Custodian) relating to such
Prepaid Receivable or such Replaced Interval, as the case may be; PROVIDED, that
such release will not constitute a release of the respective interests of
Purchaser and Seller in the proceeds of such sale. In connection with any of the
events described in the preceding sentence, the Purchaser will execute and
deliver (at the expense of the Seller) to the Servicer any assignments, bills of
sale, termination statements and any other releases and instruments as the
Servicer may reasonably request in order to effect such release and transfer,
and the Purchaser shall be deemed to have transferred to the Obligor all of the
Purchaser's right, title and interest in such Interval and shall be deemed to
have represented to the Obligor that the Purchaser has the authority to so
transfer, has completed all corporate action required by it to effect such
transfer and has transferred such interest free and clear of any interest
created by the Purchaser hereunder, but without any other recourse,
representation or warranty, express or implied. Nothing in this Section shall
diminish the Servicer's obligations pursuant to Sections 5.1, 5.5 and 5.6 of the
Servicing Agreement with respect to the proceeds of any such sale.

         Section 6.3 RETRANSFER OF INELIGIBLE RECEIVABLES.

         Upon discovery by the Servicer, Seller or Purchaser of a breach of a
representation or warranty of the Seller set forth in Section 5.2 with respect
to a Receivable in the Asset Pool which materially adversely affects the
Receivable or with respect to Receivables for which the breach of a
representation or warranty in the aggregate materially adversely affects the
Purchaser (an "INELIGIBLE RECEIVABLE"), the party discovering such breach shall
give prompt written notice to the other parties. Not later than the
Determination Date which is at most thirty (30) days after the earlier to occur
of the discovery of such breach by the Seller or receipt by the Seller of
written notice of such breach given by the Purchaser or the Servicer, the Seller
shall, at its option, either cure the breach within the above described time
period or repurchase and the Purchaser shall convey, free and clear of any Lien
created by pursuant to this Agreement, all of its right, title and interest in
such Ineligible Receivable, and the Purchaser shall, in connection





                                     - 30 -
<PAGE>   35

with such conveyance and without further action, be deemed to represent and
warrant that it has the corporate authority and has taken all necessary
corporate action to accomplish such conveyance, but without any other recourse,
representation or warranty, express or implied. In any of the foregoing
instances, the Seller shall accept a retransfer of each such Ineligible
Receivable, and there shall be deducted from the Receivable Balance of the Asset
Pool, the Receivable Balance of each such Ineligible Receivable. On and after
the date of such retransfer, each Ineligible Receivable so retransferred shall
not be included in the Asset Pool. In consideration of such retransfer the
Seller shall, on the date of retransfer of such Ineligible Receivable, make or
cause to be made a deposit in the Collection Account (for allocation pursuant to
Section 2.6 or 2.7, as applicable) in immediately available funds in an amount
equal to the Transfer Deposit Amount for such Ineligible Receivable. Upon each
retransfer to the Seller of such Ineligible Receivable in accordance herewith,
the Purchaser shall automatically and without further action be deemed to
transfer, assign and set-over to the Seller, free and clear of any Lien created
pursuant to this Agreement, all the right, title and interest of the Purchaser
in, to and under such Receivable and all monies due or to become due with
respect thereto, the related Interval and all proceeds of such Receivable,
Recoveries and Insurance Proceeds relating thereto, all rights to security for
any such Receivable, the deed relating to any such Receivable and all proceeds
and products of the foregoing, and the Purchaser shall, in connection with such
transfer, assignment and set-over and without further action, be deemed to
represent and warrant that it has the corporate authority and has taken all
necessary corporate action to accomplish such transfer, assignment and set-over,
but without any other recourse, representation or warranty, express or implied.
The Purchaser shall, at the sole expense of the Servicer, execute such documents
and instruments of transfer as may be prepared by the Servicer on behalf of the
Seller and take such other actions as shall reasonably be requested by the
Seller to effect the transfer of such Ineligible Receivable pursuant to this
Section 6.3.

         Notwithstanding the foregoing, in lieu of repurchasing an Ineligible
Receivable as described above the Seller may, subject to the conditions and
requirements of Section 2.11 of this Agreement, effect a replacement of such
Receivable with a Substitute Receivable, such replacement to be effected not
later than the date that a repurchase would have been required hereunder. Upon
any such substitution, the Ineligible Receivable (and Deed relating thereto)
will be retransferred to Seller as provided above.

         The obligation of the Seller to repurchase and accept retransfer of any
Ineligible Receivable (or in the alternative, effect a valid replacement of such
Receivable as described above) shall constitute the sole remedy respecting any
breach of the representations and warranties set forth in Section 5.2 with
respect to such Receivable available to the Purchaser. Notwithstanding anything
to the contrary contained herein, in the event the Seller, prior to the
applicable Determination Date, remedies the condition which rendered the
Receivable an "INELIGIBLE RECEIVABLE" during the previously described 30 day
period, the Seller is not obligated to repurchase or replace such Receivable. It
is understood and agreed by the parties hereto that the payment obligations of
the Obligors' in respect of the Receivables purchased hereunder shall not be the
obligation of the Originator, the Seller or the Deed Custodian, except with
respect to Servicer Advances and remedies associated with breaches of
representations and warranties.






                                     - 31 -
<PAGE>   36

                                  ARTICLE VII

                 SPECIAL PROVISION RELATING TO CLUB RECEIVABLES

Section 7.1 RIGHTS SUBJECT TO TRUST AGREEMENT. Notwithstanding anything to the
contrary set forth herein or in any other Transaction Documents, all references
to the rights of the Purchaser with respect to Club Receivables shall be subject
at all times to the provisions of the Trust Agreement and the other agreements
executed by the Beneficiaries in connection therewith.

                                  ARTICLE VIII

                              EVENTS OF TERMINATION

         Section 8.1 EVENTS OF TERMINATION.

         If any of the following events ("EVENTS OF TERMINATION") shall occur:

                  (a) (i) failure on the part of Originator, the Club Trustee or
         the Seller to make or cause to be made any payment or deposit (or in
         the alternative, Receivable substitution) required by the terms of this
         Agreement or any Transaction Document on the day such payment or
         deposit (or substitution) is required to be made by Originator, the
         Club Trustee or the Seller (giving effect to any applicable grace
         period) or (ii) failure on the part of Originator, the Club Trustee,
         the Managing Entity or the Seller to observe or perform any of its
         other covenants or agreements set forth in this Agreement or any
         Transaction Document, which failure continues unremedied for a period
         of 30 days after written notice; PROVIDED, that only a 10 day cure
         period shall apply in the case of a failure by Originator or the Seller
         to observe its covenant not to grant a security interest or otherwise
         intentionally create a Lien on the Receivables;

                  (b) any representation or warranty made by Originator, the
         Club Trustee or the Seller in this Agreement or any Transaction
         Document or any information required to be given by Originator, the
         Club Trustee or the Seller to the Purchaser to identify the Receivables
         pursuant to this Agreement or any Transaction Document, shall prove to
         have been incorrect in any material respect when made or when
         delivered, which continues to be incorrect in any material respect for
         a period of 30 days after written notice; provided, that this clause
         (b) shall not apply to any representation and warranty which relates
         solely to the condition of a Receivable on the date of Purchase and for
         which either a substitution, repurchase or cure right under Section 6.3
         hereof applies and for which such remedies are being pursued by the
         Seller and Originator consistent with such Section;





                                     - 32 -
<PAGE>   37

                  (c) the occurrence of an Insolvency Event relating to
         Bluegreen, the Seller, the Servicer, the Club Trustee, the Managing
         Entity or the Deed Custodian;

                  (d) the Seller shall become an "INVESTMENT COMPANY" within the
         meaning of the Investment Company Act of 1940, as amended (the "Act")
         or the arrangements contemplated by this Agreement shall require
         registration as an "INVESTMENT COMPANY" within the meaning of the Act;

                  (e) as of any Determination Date, the Lifetime Cumulative
         Default Rate shall exceed the Lifetime Cumulative Default Threshold;

                  (f) as of any Determination Date, the Trailing Six Month
         Default Rate exceeds 6.00%; provided, however, if such Determination
         Date is after the Program Termination Date and the Asset Pool aggregate
         Receivable Balance is less than 7.50% of the Capital Payout, such test
         shall no longer be applicable.

                  (g) at the time of any sale of a Resort Interest to a
         customer, the Vacation Points related thereto shall be greater than the
         Vacation Points required for a customer to utilize the Accommodations
         appurtenant to such Vacation Points;

                  (h) as of any Determination Date, the Trailing Three Month (31
         to 59) and (60 to 89) Day Delinquency Rates exceed 6.0% and 4.0%
         respectively;

                  (i) as of any Determination Date, the Weighted Average Spread
         is less than 5.50%;

                  (j) as of the end of any fiscal quarter of the Servicer, the
         Fulfillment Rate for the Resorts listed on Exhibit C shall be less than
         75.0%;

                  (k) as of any Determination Date, the Trailing Three Month
         Gross Recoveries are less than 85%;

                  (l) Bluegreen shall cease to own (whether directly or
         indirectly) 100% of the issued and outstanding stock of the Seller and
         the Managing Entity or the Seller shall cease to own (whether directly
         or indirectly) 100% of the issued and outstanding stock of Deed Corp;

                  (m) a Servicer Termination Event shall occur under the
         Servicing Agreement;

then, and in any such event, the Purchaser may, by written notice to the Seller,
declare the Termination Date to have occurred, except that, in the case of any
event described in Section 8.1(c) above, the Termination Date shall be deemed to
have occurred automatically upon the occurrence of such event. Upon any such
declaration or automatic occurrence of the Termination Date, the Purchaser shall
have, to the extent the transaction is recharacterized as a secured loan rather
than a sale of Receivables notwithstanding the parties intent to have the
transaction characterized as a sale of the Receivables and related Assets, in
addition to all other




                                     - 33 -
<PAGE>   38

rights and remedies under this Agreement or otherwise, all other rights and
remedies provided under the UCC of the applicable jurisdiction and other
applicable laws, which rights shall be cumulative. Notwithstanding anything to
the contrary contained in this Section 8.1, the Events of Termination described
in clauses (e), (h), (i) and (k) may be cured and Purchases may resume hereunder
if such condition shall not exist for three (3) consecutive Collection Periods
after the date the Purchaser ceased making Purchases hereunder; provided,
however, the ability to cure the Event of Termination in clause (k) shall only
be applicable if the trigger level which caused such Event of Termination was
above 80%.



                                   ARTICLE IX


         Section 9.1 FURTHER ASSURANCES. The Purchaser, Originator and Seller
agree that from time to time the Purchaser will sell the Assets or cash flows
therein to various third parties. Originator and Seller agree to use their best
efforts to cooperate with the Purchaser in connection with the Purchaser's sale
of the Assets or the cash flows therein to such third parties; provided,
however, Originator and Seller are not obligated to pay any of the Purchaser's
fees or expenses associated with such sale. In the event Originator and Seller
incur out of pocket expenses associated with the sale of the Assets or the cash
flows therein to a third party (I.E., the creation of new software to service
the Receivables and the related Assets or the cash flows therein, change in
servicing requirements, etc.) Purchaser shall reimburse the Originator or Seller
for such expense.


                                   ARTICLE X

                                   [RESERVED]

                                   ARTICLE XI

                 ASSIGNMENTS; PARTICIPATIONS; RELEASE OF ASSETS

         Section 11.1 ASSIGNMENTS.

                  (a) The Purchaser may at any time assign to one or more
         assignees, all, or any ratable part of, its interest in the Asset Pool
         as in effect from time to time hereunder, PROVIDED, (i) the Purchaser's
         obligations under this Agreement and any other Transaction Document
         shall remain unchanged, (ii) the Purchaser shall remain solely
         responsible for the performance of such obligations, and (iii) the
         Seller, Originator, the Servicer, the Club Trustee and Deed Corp shall
         continue to deal solely and directly with the Purchaser in connection
         with the rights and obligations under this Agreement and the other
         Transaction Documents.



                                     - 34 -
<PAGE>   39

                  (b) In addition, the Purchaser may both assign and delegate to
         one or more assignees, all, or any ratable part of, its interest in the
         Asset Pool as in effect from time to time hereunder, its commitment to
         purchase Receivables and related Assets, and the other rights and
         obligations of the Purchaser hereunder and under the other Transaction
         Documents; PROVIDED, HOWEVER, the Seller, Originator, the Club Trustee
         and the Servicer shall, at their election, have the right to continue
         to deal solely and directly with the Purchaser in connection with the
         rights and obligations under this Agreement and the other Transaction
         Documents; and PROVIDED, FURTHER, that if any assignee fails to satisfy
         its obligations hereunder, HFI shall perform such obligations. The
         Seller and Originator agree to cooperate in good faith with the
         Purchaser in connection with effecting any such assignments and
         delegations, including execution of any amendments or supplements to
         this Agreement or any other Transaction Document which the Purchaser
         reasonably deems necessary in order to effect such assignment and
         delegation.

         Section 11.2 PARTICIPATIONS.

         The Purchaser may at any time sell to one or more commercial financial
institutions or other Persons not Affiliates of the Originator, participating
interests in its interest in the Asset Pool as in effect from time to time
hereunder, its commitment to purchase Receivables, and the other rights and
obligations of the Purchaser hereunder and under the other Transaction
Documents; PROVIDED, HOWEVER, that (i) the Purchaser's obligations under this
Agreement and any other Transaction Document shall remain unchanged, (ii) the
Purchaser shall remain solely responsible for the performance of such
obligations, and (iii) the Seller, Originator, the Club Trustee and Servicer
shall continue to deal solely and directly with the Purchaser in connection with
the rights and obligations under this Agreement and the other Transaction
Documents.

         Section 11.3 INFORMATION TO ASSIGNEES/PARTICIPANTS; CONFIDENTIALITY.

         The Purchaser may furnish any information concerning the Seller,
Originator, the Club Trustee and Servicer in possession of the Purchaser from
time to time to assignees and participants (including prospective assignees and
participants). Purchaser agrees to take and to cause its Affiliates to take
normal and reasonable precautions and exercise due care to maintain the
confidentiality of all information identified as "CONFIDENTIAL" or "SECRET" by
the Seller and provided to it by the Seller, or by the Purchaser on the Seller's
behalf, under this Agreement or any other Transaction Document, and neither it,
the Club Trustee nor any of their Affiliates shall use any such information
other than in connection with or in enforcement of this Agreement and the other
Transaction Documents or in connection with other business now or hereafter
existing or contemplated with the Seller; except to the extent such information
(i) was or becomes generally available to the public other than as a result of
disclosure by the Purchaser or one of its Affiliates, or (ii) was or becomes
available on a non-confidential basis from a source other than the Seller,
provided that such source is not bound by a confidentiality agreement with the
Seller known to the Purchaser; PROVIDED, HOWEVER, that the Purchaser or any
assignee (including any assignee thereof) may disclose such information (A) at
the request of, or pursuant to any requirement of any Purchaser, or in
connection with, an examination of such Purchaser by any regulatory authority;
(B) pursuant to subpoena or other court process; (C) when required to do so





                                     - 35 -
<PAGE>   40

in accordance with the provisions of any applicable requirement of law; (D) to
the extent reasonably required in connection with any litigation or proceeding
to which the Purchaser or any Affiliates may be party; (E) to the extent
reasonably required in connection with the exercise of any remedy hereunder or
under any other Transaction Document; (F) to the Purchaser's independent
auditors and other professional advisors; (G) to any participant or Eligible
Assignee, actual or potential, provided that such Person agrees in writing to
keep such information confidential to the same extent required of the Purchaser
hereunder; (H) as to the Purchaser or its Affiliate, as expressly permitted
under the terms of any other document or agreement regarding confidentiality to
which the Seller is party or is deemed party with the Purchaser as its
Affiliates; (I) to its Affiliates; PROVIDED such Affiliate is bound by the
confidentiality provisions; (J) to any rating agency or regulatory body
overseeing the Purchaser or any assignee and (K) to any party providing
liquidity or credit support to the Purchaser or any assignee.

         Section 11.4 SELLER'S REPURCHASE OPTION.

         Following Seller's written notice to the Purchaser at least twenty (20)
days prior to a Payment Date, and provided that the Receivable Balance of all
Receivables in the Asset Pool is then less than 5.00% of the aggregate
Receivable Balances of the Receivables purchased hereunder when so purchased,
the Seller may (but is not required to) repurchase from the Purchaser on that
Payment Date all outstanding Receivables and related Assets at a price equal to
the Aggregate Unpaids. Such price is to be deposited in the Collection Account
one Business Day before such Payment Date, against the Purchaser's retransfer
and release of the Receivables, related Assets and the Receivable Files to the
Seller.

                                  ARTICLE XII

                                  MISCELLANEOUS

         Section 12.1 AMENDMENTS AND WAIVERS.

         No amendment or modification of any provision of this Agreement shall
be effective without the written agreement of the Seller and the Purchaser or
any assignee and no termination or waiver of any provision of this Agreement or
consent to any departure therefrom by the Seller shall be effective without the
written concurrence of the Purchaser. Any waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.

         Section 12.2 NOTICES, ETC.

         All notices, demands, certificates, requests and communications
hereunder ("NOTICES") shall be in writing and shall be effective (a) upon
receipt when sent through the U.S. mails, registered or certified mail, return
receipt requested, postage prepaid, with such receipt to be effective the date
of delivery indicated on the return receipt, or (b) one Business Day after
delivery to an overnight courier, or (c) on the date personally delivered to an
Authorized Officer of the party to which sent, or (d) on the date transmitted by
legible telefax transmission with a




                                     - 36 -
<PAGE>   41

verbal confirmation of receipt (except that notices and communications pursuant
to Article II shall not be effective until received with respect to any notice
sent by mail or telex), in all cases addressed to the recipient as follows:

         If to the Originator/Servicer:     Bluegreen Corporation
                                            4960 Blue Lake Drive
                                            Boca Raton, Florida 33431
                                            Attn: Patrick E. Rondeau, Esq.
                                            Telephone No.: (561) 912-8005
                                            Telecopy: (561) 912-8299

         If to the Seller:                  Bluegreen Receivables Finance
                                              Corporation III
                                            4960 Blue Lake Drive
                                            Boca Raton, Florida 33431
                                            Attn: Patrick E. Rondeau, Esq.
                                            Telephone No.: (561) 912-8005
                                            Telecopy: (561) 912-8299

         If to Deed Corp:                   BRFC III Deed Corporation
                                            4960 Blue Lake Drive
                                            Boca Raton, Florida 33431
                                            Attn: Patrick E. Rondeau, Esq.
                                            Telephone No.: (561) 912-8005
                                            Telecopy: (561) 912-8100

         If to Purchaser:                   Heller Financial, Inc.
                                            30th Floor - HREF/VO
                                            500 W. Monroe Street
                                            Chicago, Illinois 60661
                                            Attn: Portfolio Manager, Vacation
                                                  Ownership
                                            Facsimile: (312) 441-7924

         with a copy to:                    Heller Financial, Inc.
                                            30th Floor - HREF/VO

                                            500 W. Monroe Street
                                            Chicago, Illinois 60661
                                            Attn: Group General Counsel -
                                                  Vacation Ownership
                                            Facsimile: (312) 441-7872

         If to the Cash Administrator:      U.S. Bank National Association
                                            180 East Fifth Street
                                            St. Paul, Minnesota 55101
                                            Attn: Sheryl Christopherson
                                            Fax No.: (612) 244-1797
                                            Tel. No.: (612) 244-0739


                                     - 37 -
<PAGE>   42


         If to the Club Trustee:            4950 Blue Lake Drive
                                            Suite 400
                                            Boca Raton, Florida 33431
                                            Telephone No.: (561) 912-7988
                                            Telecopy: (561) 912-7999

Each party hereto may, by notice given in accordance herewith to each of the
other parties hereto, designate any further or different address to which
subsequent notices shall be sent.

         Section 12.3 [RESERVED].

         Section 12.4 NO WAIVER; REMEDIES.

         No failure on the part of the Purchaser to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

         Section 12.5 BINDING EFFECT.

         This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

         Section 12.6 TERM OF THIS AGREEMENT.

         This Agreement, including, without limitation, the Seller's obligation
to observe its covenants set forth in Article VI, shall remain in full force and
effect until there are no Aggregate Unpaids; PROVIDED, HOWEVER, that the
provisions of Section 12.9 and Section 12.10 shall be continuing and shall
survive any termination of this Agreement.

         Section 12.7 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF
OBJECTION TO VENUE.

         THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF ILLINOIS. EACH OF THE PURCHASER, THE SELLER, THE CLUB
TRUSTEE AND THE SERVICER HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF ANY
FEDERAL COURT LOCATED WITHIN THE STATE OF ILLINOIS. EACH OF THE PARTIES HERETO
HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO
VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT.






                                     - 38 -
<PAGE>   43

         Section 12.8 WAIVER OF JURY TRIAL.

         TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PURCHASER, THE
SELLER, THE CLUB TRUSTEE AND THE SERVICER WAIVES ANY RIGHT TO HAVE A JURY
PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR
OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO,
OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE
RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

         Section 12.9 COSTS, EXPENSES AND TAXES.

                  (a) The Originator and the Seller agree to pay or cause to be
         paid on demand all costs and expenses of the Purchaser incurred in
         connection with the preparation, execution, delivery, administration
         (including periodic auditing), amendment or modification of, or any
         waiver or consent issued in connection with, this Agreement and the
         other documents to be delivered hereunder or in connection herewith,
         including, without limitation, the reasonable fees and out-of-pocket
         expenses of counsel for the Purchaser with respect thereto and with
         respect to advising the Purchaser as to its respective rights and
         remedies under this Agreement and the other documents to be delivered
         hereunder or in connection herewith, and all costs and out-of-pocket
         expenses, if any (including reasonable counsel fees and expenses),
         incurred by the Purchaser in connection with the enforcement of this
         Agreement and the other documents to be delivered hereunder or in
         connection herewith; PROVIDED, HOWEVER, Originators and Sellers
         obligations under this Section 12.9(a) hereof shall not extend to costs
         and expenses associated with the exercise of the Purchaser's rights
         under Sections 11.1 and 11.2 hereof.

                  (b) The Originator and the Seller shall pay or cause to be
         paid on demand any and all damages, losses, claims, liabilities, fees
         and related costs and expenses, including attorney's fees and expenses,
         incurred by or awarded against the Purchaser or any of its respective
         Affiliates (each, an "INDEMNIFIED PARTY") arising out of or as a result
         of any acts, omissions or alleged acts or omissions of the Originator
         or Seller in violation or in contravention of this Agreement or other
         Transaction Documents and owed by such Indemnified Party to any other
         Person; PROVIDED that the Seller shall not be liable for the payment of
         any portion of such damages, losses, claims, liabilities, fees or
         related costs or expenses resulting from the gross negligence or
         willful misconduct of an Indemnified Party or the breach of a
         Requirement of Law by an Indemnified Party; PROVIDED, HOWEVER, that
         nothing contained in this paragraph shall be construed to obligate the
         Originator or the Seller to indemnify an Indemnified Party with respect
         to losses, claims, damages and liabilities incurred as a result of the
         payment performance of the Receivables and related Assets.


                                     - 39 -
<PAGE>   44

        Section 12.10 NO BANKRUPTCY COVENANT.

         The parties hereto (other than the Purchaser) hereby covenant and agree
that they will not institute against, or join any other Person in instituting
against, the Seller, the Club Trustee or Deed Corp any involuntary Insolvency
Proceedings or take any action in contemplation or furtherance thereof.

        Section 12.11 PROTECTION OF OWNERSHIP INTERESTS OF THE PURCHASER; INTENT
OF PARTIES; BACK-UP SECURITY INTEREST.

                  (a) The Seller agrees that from time to time, at its expense,
         it will or will cause the Servicer to promptly execute and deliver all
         instruments and documents, and take all actions, that may reasonably be
         necessary or desirable, or that the Purchaser may reasonably request,
         to perfect, protect or more fully evidence its ownership of and
         interest in the Assets, or to enable the Purchaser to exercise and
         enforce its rights and remedies hereunder.

                  (b) If the Seller or the Servicer fails to perform any of its
         obligations hereunder after ten (10) days' notice from the Purchaser,
         the Purchaser may (but shall not be required to) perform, or cause
         performance of, such obligation; and the Purchaser's costs and expenses
         incurred in connection therewith shall be payable by the Seller (if the
         Servicer that fails to so perform is the Seller or an Affiliate
         thereof) as provided in Section 12.9, as applicable. The Seller
         irrevocably authorizes the Purchaser and appoints the Purchaser as its
         attorney-in-fact to act on behalf of the Seller (i) to execute on
         behalf of the Seller as debtor and to file financing statements
         necessary or desirable in the Purchaser's sole discretion to perfect
         and to maintain the perfection and priority of the interest of the
         Purchaser in the Assets and (ii) to file a carbon, photographic or
         other reproduction of this Agreement or any financing statement with
         respect to the Assets as a financing statement in such offices as the
         Purchaser in its sole discretion deems necessary or desirable to
         perfect and to maintain the perfection and priority of the interests of
         the Purchaser in the Assets.

                  (c) The parties hereto intend that the conveyance of Assets by
         the Seller to the Purchaser shall be treated as sales for all purposes.
         If, despite such intention, a determination is made that such
         transactions shall not be treated as sales, then this Agreement shall
         be interpreted to constitute a security agreement and the transactions
         effected hereby shall be deemed to constitute secured loans by the
         Purchaser to the Seller under applicable law, with recourse of the
         Purchaser being limited to the Assets, and as otherwise expressly
         contemplated by the provisions of the Transaction Documents. For such
         purpose, the Seller hereby transfers, conveys, assigns and grants to
         the Purchaser, a continuing security interest in all Assets, all
         Collections and the proceeds of the foregoing to secure the repayment
         of all Capital, all payments at any time due or accrued in respect of
         the Yield and all other payments at any time due (whether accrued or
         due) by the





                                     - 40 -
<PAGE>   45

         Seller hereunder (including without limit any fee owing to the
         Purchaser or amount owing under Section 12.9 hereof).

         Section 12.12 EXECUTION IN COUNTERPARTS; SEVERABILITY; INTEGRATION.

         This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement. In case any provision in or
obligation under this Agreement shall be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby. This
Agreement contains the final and complete integration of all prior expressions
by the parties hereto with respect to the subject matter hereof and shall
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof, superseding all prior oral or written understandings.

        Section 12.13 PURCHASER RIGHT OF FIRST REFUSAL.

         Originator and Seller hereby covenant with Purchaser that, from the
date hereof until the first to occur of (a) the Program Termination Date, (b)
the date on which an event occurs which relieves the Purchaser from making
Purchases hereunder and the Purchaser is not making Purchases hereunder, (c) the
date on which an event occurs which relieves Heller Financial, Inc. from making
Advances under the Warehouse Facility and Heller Financial, Inc. is not making
Advances thereunder, or (d) an Event of Termination under Section 8.1 of this
Agreement, Purchaser shall have, and Purchaser is hereby granted, the right and
option, subject to the terms set forth below (the "PURCHASE OPTION") to purchase
Receivables and related Assets (which for this purpose shall obligate the
Originator and Seller, as well as any Affiliate thereof, to disclose to
Purchaser all resorts developed by the Originator and Seller or any Affiliate
thereof in order to provide Purchaser the opportunity to make a determination
whether such resort may be an Additional Resort). Purchaser shall notify the
Originator and Seller within forty-five days of its receipt of satisfactory
information with respect to a resort whether such resort qualifies as an
Additional Resort.

         The Purchase Option may be exercised or not exercised in Purchaser's
sole discretion. If Purchaser declines to exercise the Purchase Option,
Purchaser shall have no further Purchase Option with respect to the Receivables.
Notwithstanding anything contained herein to the contrary, it is expressly
agreed and understood that any purchase pursuant to the Purchase Option shall be
subject to approval by Purchaser's credit committee in accordance with
Purchaser's standard credit guidelines and it is further expressly understood
and agreed that Purchaser is under no obligation to exercise the Purchase Option
and that nothing in this Section 12.13 shall be deemed or construed to create
any such obligation.







                                     - 41 -
<PAGE>   46

        Section 12.14 PURCHASE CESSATION EVENTS.

         In the event Heller Financial, Inc. is no longer making Advances under
the Warehouse Facility or an Increased Cost Event shall have occurred and is
continuing, Collections shall be applied consistent with Section 2.6 hereof.

        Section 12.15 COOPERATION OF PARTIES TO CLUB CONVERSION.

         The parties hereto agree that they will cooperate to effectuate the
conversion of the Receivables relating to the Resorts, which are in the form of
conditional sales contracts, into notes and related mortgages in order to
convert the Obligors of such Receivables into the Club as well as preserving the
Purchaser's economic and ownership interest in the Receivables purchased
hereunder.

                            [signature page follows]


































                                     - 42 -
<PAGE>   47





         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

THE SELLER:                       BLUEGREEN RECEIVABLES FINANCE CORPORATION III

                                  By: /s/ JOHN F. CHISTE
                                      --------------------------------------
                                  Printed Name: John F. Chiste
                                                ----------------------------
                                  Title: Treasurer
                                         -----------------------------------



THE CUSTODIAN OF                  BRFC III DEED CORPORATION
CERTAIN DEEDS:

                                  By: /s/ JOHN F. CHISTE
                                      --------------------------------------
                                  Printed Name: John F. Chiste
                                                ----------------------------
                                  Title: Treasurer
                                         -----------------------------------






THE ORIGINATOR/SERVICER:          BLUEGREEN CORPORATION

                                  By: /s/ JOHN F. CHISTE
                                      --------------------------------------
                                  Printed Name: John F. Chiste
                                                ----------------------------
                                  Title: Sr. Vice President, Treasurer & CFO
                                         -----------------------------------

THE PURCHASER:                    HELLER FINANCIAL, INC.

                                  By: /s/ LISA J. HANSEN
                                      --------------------------------------
                                  Printed Name: Lisa J. Hansen
                                                ----------------------------
                                  Title: Vice President
                                         -----------------------------------

THE CASH ADMINISTRATOR:           U.S. BANK NATIONAL ASSOCIATION

                                  By:
                                      --------------------------------------
                                  Printed Name:
                                                ----------------------------
                                  Title:
                                         -----------------------------------

THE CLUB TRUSTEE:                 VACATION TRUST, INC., for itself and as Club
                                  Trustee under the Trust Agreement


                                  By: /s/ SHARI A. BAYSE
                                      --------------------------------------
                                  Printed Name:  Shari A. Bayse
                                                ----------------------------
                                  Title: Secretary & Treasurer
                                         -----------------------------------