FIRST
UNION

                                                                  EXHIBIT 10.153

                       AMENDED AND RESTATED LOAN AGREEMENT


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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<PAGE>

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

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


This Amended and Restated  Loan  Agreement  ("Agreement")  is entered into as of
December 31, 2001

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

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

Line of Credit.  Borrower may borrow, repay, and reborrow, from time to time, so
long as the total  indebtedness  outstanding under the Loan at one time does not
exceed the  principal  amount  minus the sum of (i) the amount  available  to be
drawn plus (ii) the amount of unreimbursed  drawings under all letters of credit
issued by Bank for  account of  Borrower.  The Loan  proceeds  are to be used by
Borrower  solely for working capital and to issue letters of credit from time to
time. The Borrower shall deliver a Borrowing Certificate attached as Exhibit "A"
to Bank with each borrowing under the Loan.  Each borrowing  request shall be in
compliance with the eligibility formula of the Borrowing  Certificate.  Advances
under the Loan shall be repaid  within  ninety (90) days of such advance and the
Borrower shall pay down the  outstanding  balance under the Loan to a maximum of
$100.00 for  forty-five  (45)  consecutive  days  annually.  The total amount of
letters of credit to be issued  under the Note shall not exceed  $500,000.00  at
any time nor have  maturities  greater than the maturity  date of the Loan.  The
maturity date of the Loan shall be December 31, 2002.

Availability  Fee.  Borrower shall pay to Bank an availability fee in the amount
of $25,000.00 upon the execution and delivery of this Agreement.

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


                                     Page 3
<PAGE>

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

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


                                     Page 4
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other  instrument to which it is a party or by which any of its  properties  are
bound,  or  any  acceleration  of the  maturity  of any  indebtedness  owing  by
Borrower;  (iii) any material adverse claim against or affecting Borrower or any
part of its properties; (iv) the commencement of, and any material determination
in,  any  litigation  with  any  third  party  or  any  proceeding   before  any
governmental  agency or unit affecting Borrower in a claimed amount in excess of
$150,000.00;  and (v) at least 30 days prior  thereto,  any change in Borrower's
name or address as shown  above,  and/or  any  change in  Borrower's  structure.
Compliance with Other Agreements. Comply with all terms and conditions contained
in this  Agreement,  and any  other  Loan  Documents,  and swap  agreements,  if
applicable,  as  defined in the 11 U.S.C.  ss.  101.  Payment of Debts.  Pay and
discharge  when due,  and before  subject to  penalty  or  further  charge,  and
otherwise satisfy before maturity or delinquency, all obligations, debts, taxes,
and  liabilities  of whatever  nature or amount,  except those which Borrower in
good faith disputes.  Reports and Proxies.  Deliver to Bank, promptly, a copy of
all  financial  statements,  reports,  notices,  and proxy  statements,  sent by
Borrower to  stockholders,  and all regular or periodic  reports  required to be
filed by Borrower with any  governmental  agency or authority.  Other  Financial
Information.  Deliver promptly such other  information  regarding the operation,
business affairs,  and financial condition of Borrower which Bank may reasonably
request.  Non-Default  Certificate  From  Borrower.  Deliver  to Bank,  with the
Financial  Statements  required  herein,  a certificate  signed by Borrower,  if
Borrower  is an  individual,  or by a  principal  financial  officer of Borrower
warranting  that no "Default as  specified in the Loan  Documents  nor any event
which, upon the giving of notice or lapse of time or both, would constitute such
a Default, has occurred.  Estoppel  Certificate.  Furnish,  within 15 days after
request by Bank, a written  statement duly  acknowledged of the amount due under
the Loan and whether offsets or defenses exist against the Obligations.

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

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


                                     Page 5
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Annual  Financial  Statements.  Borrower  shall deliver to Bank,  within 90 days
after the close of each fiscal year, audited financial statements reflecting its
operations during such fiscal year,  including,  without  limitation,  a balance
sheet,  profit and loss statement and statement of cash flows,  with  supporting
schedules;  all on a  consolidated  and  consolidating  basis and in  reasonable
detail,  prepared in conformity with generally accepted  accounting  principles,
applied  on a  basis  consistent  with  that of the  preceding  year.  All  such
statements  shall be  compiled by an  independent  certified  public  accountant
acceptable to Bank. The opinion of such independent  certified public accountant
shall not be  acceptable to Bank if qualified  due to any  limitations  in scope
imposed by Borrower or its Subsidiaries,  if any. Any other qualification of the
opinion by the  accountant  shall  render  the  acceptability  of the  financial
statements subject to Bank's approval.

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

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

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

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

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

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

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


                                     Page 6
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Borrower under this Agreement. (c) Financial Information and Documents. Borrower
shall  deliver to Bank such  information  and documents as Bank may request from
time to time, including without limitation,  financial  statements,  information
pertaining  to  Borrower's   financial   condition  and  additional   supporting
documents. (d) Purchase/Warehousing Facility. Borrower shall provide evidence to
Bank  regarding  availability  under  its  then  existing   purchase/warehousing
facility  in an  amount  not less  than  that  requested  advance  plus the then
outstanding  balance of the Loan. (e)  Certificates  of Good Standing.  Borrower
shall have delivered a Certificate of Good Standing for each Borrower (all dated
within  thirty  days of the date of this  Agreement)  issued  by the  respective
Secretary of State.

Amended and Restated Loan  Agreement.  This Amended and Restated Loan Agreement,
amends,  replaces and  supercedes  in its entirety  that certain Loan  Agreement
dated as of September 23, 1998 executed by Borrower in favor of Bank, as amended
by that certain Modification Number One of the Loan Agreement dated as of August
1, 1999, that certain  Modification Number Two of the Loan Agreement dated as of
November  3,  1999,  and  that  certain  Modification  Number  Three of the Loan
Agreement  dated as of  December  31, 2000  (collectively,  the  "Original  Loan
Agreement").  Should  there  be any  conflict  between  any of the  terms of the
Original  Loan  Agreement,  and the terms of this  Agreement,  the terms of this
Agreement shall control.

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



                     [EXECUTIONS COMMENCE ON FOLLOWING PAGE]


                                     Page 7
<PAGE>

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


                              Bluegreen Corporation, a Massachusetts corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                              ----------------------------------------
                                   Randi S. Tompkins, Vice President
                                   Taxpayer Identification Number: 03-0300793


State of Missouri     )
                      ) SS:
County of Taney       )

The foregoing  instrument was acknowledged  before me this 18th day of December,
2001,  by Randi S.  Tompkins,  as Vice  President  of Bluegreen  Corporation,  a
Massachusetts corporation, on behalf of the corporation. She is personally known
to me or has produced a driver's license,  passport or military  identification,
or other form of identification and did not take an oath.

Print or Stamp Name: Tracy Menter
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: June 9, 2003



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                     Page 8
<PAGE>

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


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                              ----------------------------------------
                                   Randi S. Tompkins, Vice President
                                   Taxpayer Identification Number: 65-0520217


State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument was  acknowledged  before me this ___ day of December,
2001, by Randi S. Tompkins,  as Vice President of Bluegreen Resorts  Management,
Inc., a Delaware  corporation,  on behalf of the corporation.  She is personally
known  to  me  or  has  produced  a  driver's  license,   passport  or  military
identification, or other form of identification and did not take an oath.

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



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]

                                     Page 9
<PAGE>

                              Bluegreen Vacations Unlimited, Inc.,
                                a Florida corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                              ----------------------------------------
                                   Randi S. Tompkins, Vice President
                                   Taxpayer Identification Number: 65-0433722


State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument was acknowledged before me this _____ day of December,
2001, by Randi S. Tompkins,  as Vice President of Bluegreen Vacations Unlimited,
Inc., a Florida  corporation,  on behalf of the  corporation.  She is personally
known  to  me  or  has  produced  a  driver's  license,   passport  or  military
identification, or other form of identification and did not take an oath.


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



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 10
<PAGE>

                              Bluegreen Holding Corporation (Texas),
                                a Delaware corporation

CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                              ----------------------------------------
                                   Randi S. Tompkins, Vice President
                                   Taxpayer Identification Number: 65-0796382


State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument was acknowledged before me this _____ day of December,
2001, by Randi S. Tompkins,  as Vice President of Bluegreen Holding  Corporation
(Texas), a Delaware corporation, on behalf of the corporation. She is personally
known  to  me  or  has  produced  a  driver's  license,   passport  or  military
identification, or other form of identification and did not take an oath.

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



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 11
<PAGE>



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


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                              ----------------------------------------
                                   Randi S. Tompkins, Vice President
                                   Taxpayer Identification Number: 03-0315835

State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument was acknowledged  before me this ____ day of December,
2001,  by Randi S.  Tompkins,  as Vice  President of Properties of the Southwest
One,  Inc.,  a  Delaware  corporation  , on  behalf of the  corporation.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.


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



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 12
<PAGE>


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

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



CORPORATE                       By: /S/ RANDI S. TOMPKINS
SEAL                               ----------------------------------------
                                   Randi S. Tompkins, Vice President
                                   Taxpayer Identification Number: 65-0796380

State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument was acknowledged  before me this ____ day of December,
2001, by Randi S. Tompkins,  as Vice President of Bluegreen Southwest Land, Inc.
a Delaware corporation,  the General Partner of Bluegreen Southwest One, L.P., a
Delaware  limited  partnership,  on behalf of the  limited  partnership.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.

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





                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 13
<PAGE>

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


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                             ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 03-0325365


State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument was acknowledged  before me this _____day of December,
2001, by Randi S.  Tompkins,  as Vice  President of Bluegreen  Asset  Management
Corporation,  a  Delaware  corporation,  on  behalf of the  corporation.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.


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



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                    Page 14
<PAGE>



                              Bluegreen Carolina Lands, LLC, a Delaware limited
                                liability company


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                            ----------------------------------------
                                 Randi S. Tompkins, Vice President
                                 Taxpayer Identification Number: 65-0941345

State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument was acknowledged before me this ____ day of December ,
2001, by Randi S. Tompkins,  as Vice President of Bluegreen Carolina Lands, LLC,
a  Delaware  limited  liability  company,  on  behalf of the  limited  liability
company.  She is  personally  known to me or has  produced a  driver's  license,
passport or military identification, or other form of identification and did not
take an oath.


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



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                    Page 15
<PAGE>



                              Bluegreen Corporation of Tennessee, a Delaware
                                corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                             ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 03-0316460

State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument was acknowledged before me this _____ day of December,
2001,  by Randi S.  Tompkins,  as Vice  President  of Bluegreen  Corporation  of
Tennessee,  a  Delaware  corporation,  on  behalf  of  the  corporation.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.


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



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 16
<PAGE>


                              Bluegreen Corporation of the Rockies, a Delaware
                                corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                            ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 65-0349373

State of Missouri     )
                      ) SS:
County of _______     )

The foregoing instrument was acknowledged before me this ______ day of December,
2001, by Randi S. Tompkins,  as Vice  President of Bluegreen  Corporation of the
Rockies, a Delaware corporation, on behalf of the corporation. She is personally
known  to  me  or  has  produced  a  driver's  license,   passport  or  military
identification, or other form of identification and did not take an oath.

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



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                    Page 17
<PAGE>


                              Bluegreen Properties of Virginia, Inc., a Delaware
                                corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                             ----------------------------------------
                                 Randi S. Tompkins, Vice President
                                 Taxpayer Identification Number: 52-1752664

State of Missouri     )
                      ) SS:
County of _______     )

The  foregoing  instrument  was  acknowledged  before  me  this  _______  day of
December,  2001, by Randi S. Tompkins, as Vice President of Bluegreen Properties
of Virginia, Inc., a Delaware corporation, on behalf of the corporation.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.


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



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 18
<PAGE>

                              Bluegreen Resorts International, Inc., a Delaware
                                corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                            ----------------------------------------
                                  Randi S. Tompkins, President
                                  Taxpayer Identification Number:  65-0803615

State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument was acknowledged  before me this ____ day of December,
2001, by Randi S.  Tompkins,  as President of Bluegreen  Resorts  International,
Inc., a Delaware  corporation,  on behalf of the corporation.  She is personally
known  to  me  or  has  produced  a  driver's  license,   passport  or  military
identification, or other form of identification and did not take an oath.

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



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                    Page 19
<PAGE>


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


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                             ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 62-1667685


State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument was acknowledged before me this _____ day of December,
2001, by Randi S. Tompkins,  as Vice  President of Carolina  National Golf Club,
Inc.,  a North  Carolina  corporation,  on  behalf  of the  corporation.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.

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



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 20
<PAGE>

                              Leisure Capital Corporation, a Vermont corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                             ----------------------------------------
SEAL                              Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 03-0327285


State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument was acknowledged  before me this ____ day of December,
2001, by Randi S. Tompkins, as Vice President of Leisure Capital Corporation,  a
Vermont corporation, on behalf of the corporation. She is personally known to me
or has  produced a driver's  license,  passport or military  identification,  or
other form of identification and did not take an oath.


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



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 21
<PAGE>



                              Bluegreen West Corporation, a Delaware corporation



CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                             ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number:  59-3300205

State of Missouri     )
                      ) SS:
County of _______     )

The  foregoing  instrument  was  acknowledged  before  me  this  _______  day of
December,  2001,  by Randi S.  Tompkins,  as Vice  President of  Bluegreen  West
Corporation,  a  Delaware  corporation,  on  behalf of the  corporation.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.

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



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 22
<PAGE>

                              BG/RDI Acquisition Corp., a Delaware corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                             ----------------------------------------
                                  Randi S. Tompkins, President
                                  Taxpayer Identification Number: 65-0776572

State of Missouri     )
                      ) SS:
County of _______     )

The foregoing instrument was acknowledged before me this _____ day of December ,
2001, by Randi S. Tompkins, as President of BG/RDI Acquisition Corp., a Delaware
corporation, on behalf of the corporation.  She is personally known to me or has
produced a driver's license, passport or military identification,  or other form
of identification and did not take an oath.


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



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                    Page 23
<PAGE>


                              Bluegreen Corporation Great Lakes (WI), a
                                Wisconsin corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                             ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 36-3520208

State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument was  acknowledged  before me this ___ day of December,
2001, by Randi S.  Tompkins,  as Vice President of Bluegreen  Corporation  Great
Lakes  (WI),  a  Wisconsin  corporation,  on behalf of the  corporation.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.


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



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                    Page 24
<PAGE>


                              Bluegreen Corporation of Canada, a Delaware
                                corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                            ----------------------------------------
SEAL                              Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 03- 0311034

State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument was acknowledged  before me this ____ day of December,
2001,  by Randi S.  Tompkins,  as Vice  President  of Bluegreen  Corporation  of
Canada, a Delaware corporation, on behalf of the corporation.  She is personally
known  to  me  or  has  produced  a  driver's  license,   passport  or  military
identification, or other form of identification and did not take an oath.

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



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 25
<PAGE>


                              Bluegreen Golf Clubs, Inc., a Delaware corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                             ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 65-0912659

State of Missouri     )
                      ) SS:
County of _______     )

The  foregoing  instrument  was  acknowledged  before  me this  ________  day of
December, 2001, by Randi S. Tompkins, as Vice President of Bluegreen Golf Clubs,
Inc., a Delaware  corporation,  on behalf of the corporation.  She is personally
known  to  me  or  has  produced  a  driver's  license,   passport  or  military
identification, or other form of identification and did not take an oath.

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



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 26
<PAGE>


                              Bluegreen Interiors, LLC, a Delaware limited
                               liability company


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                             ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 65-0929952

State of Missouri     )
                      ) SS:
County of _______     )


The foregoing  instrument was acknowledged before me this _____ day of December,
2001, by Randi S. Tompkins, as President of Bluegreen Interiors, LLC, a Delaware
limited liability company,  on behalf of the limited liability  company.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.


Print or Stamp Name: _________________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: ______________________



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                    Page 27
<PAGE>


                              Bluegreen Southwest Land, Inc., a Delaware
                               corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                             ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 65-0912249


State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument  was  acknowledged  before me this __ day of December,
2001, by Randi S. Tompkins, as Vice President of Bluegreen Southwest Land, Inc.,
a Delaware corporation, on behalf of the corporation. She is personally known to
me or has produced a driver's license,  passport or military identification,  or
other form of identification and did not take an oath.

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



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                    Page 28
<PAGE>

                              New England Advertising Corp., a Vermont
                               corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                             ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 03-0295158


State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument was acknowledged  before me this ____ day of December,
2001, by Randi S. Tompkins,  as Vice President of New England Advertising Corp.,
a Vermont corporation, on behalf of the corporation.  She is personally known to
me or has produced a driver's license,  passport or military identification,  or
other form of identification and did not take an oath.

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




                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                    Page 29
<PAGE>


                             South Florida Aviation, Inc., a Florida corporation


CORPORATE                    By: /S/ RANDI S. TOMPKINS
SEAL                            ----------------------------------------
                                 Randi S. Tompkins, Vice President
                                 Taxpayer Identification Number:  65-0341038


State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument was acknowledged before me this ____ day of December ,
2001, by Randi S. Tompkins, as Vice President of South Florida Aviation, Inc., a
Florida corporation, on behalf of the corporation. She is personally known to me
or has  produced a driver's  license,  passport or military  identification,  or
other form of identification and did not take an oath.

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




                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                    Page 30
<PAGE>


                              Winding River Realty, Inc., a North Carolina
                                corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                             ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 56-20955309


State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument was  acknowledged  before me this ___ day of December,
2001, by Randi S. Tompkins,  as Vice President of Winding River Realty,  Inc., a
North  Carolina  corporation,  on behalf of the  corporation.  She is personally
known  to  me  or  has  produced  a  driver's  license,   passport  or  military
identification, or other form of identification and did not take an oath.

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




                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                    Page 31
<PAGE>

                              Jordan Lake Preserve Corporation, a North Carolina
                                corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                             ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 65-1038536


State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument was  acknowledged  before me this ___ day of December,
2001,  by  Randi  S.  Tompkins,  as  Vice  President  of  Jordan  Lake  Preserve
Corporation, a North Carolina corporation, on behalf of the corporation.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.

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




                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                    Page 32
<PAGE>


                              Leisure Communication Network, Inc., a Delaware
                                corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                             ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 65-1049209


State of Missouri     )
                      ) SS:
County of _______     )

The foregoing  instrument was  acknowledged  before me this ___ day of December,
2001, by Randi S. Tompkins, as President of Leisure Communication Network, Inc.,
a Delaware corporation, on behalf of the corporation. She is personally known to
me or has produced a driver's license,  passport or military identification,  or
other form of identification and did not take an oath.

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



                                    Page 33
<PAGE>


                                   EXHIBIT "A"

                              BORROWING CERTIFICATE

As a Condition to Borrowing, Bluegreen Corporation and all other "Borrowers" (as
defined in that certain Amended and Restated Loan Agreement dated as of December
31, 2001) hereby attest to the following:

(a)  Maintain at all times unrestricted cash and
     unencumbered Timeshare Receivables of not less
     than $20,000,000.00

     Unrestricted Cash                                             $    .00
     Unencumbered Timeshare Receivables                            $    .00
                                                                   --------
     Total                                                         $    .00


(b)  Certification that availability under the
     Purchase/Warehousing Facility exists, in an
     amount equal to or greater than the aggregate
     outstanding balance under the FUNB Loan

     Total Amount Available under Purchase/Warehousing Facility    $    .00
     Current Outstanding under that Facility                       $    .00
     Remaining Availability under that Facility                    $    .00
     Amount of Advance requested under FUNB Loan                   $    .00
     Amount of all Outstanding Letters of Credit                   $    .00
                                                                   --------
     Total Outstanding                                             $    .00

     Availability under the Purchase/Warehousing Facility          $    .00


     By: Bluegreen Corporation, on behalf of said corporation,  and on behalf of
all other  "Borrowers"  (as defined in that certain  Amended and  Restated  Loan
Agreement dated as of December 31, 2001)

     Authorized Signer:   _____________________________________
     Date:                _____________________________________



                                    Page 34