Exhibit 10.210

                              BLUEGREEN CORPORATION
                            2005 STOCK INCENTIVE PLAN

      1.  PURPOSES.  The  purposes  of this  Bluegreen  Corporation  2005  Stock
Incentive  Plan (the  "Plan")  are to  attract  and  retain  the best  available
personnel for positions of  substantial  responsibility,  to provide  additional
long-term  incentives  to the Employees of the Company or its  Subsidiaries  (as
defined in Section 2 below) as well as other  individuals  who perform  services
for  the  Company  and  its  Subsidiaries,   and  to  promote  the  success  and
profitability of the Company's business. Options granted hereunder may be either
"incentive  stock  options," as defined in Section 422 of the  Internal  Revenue
Code of 1986, as amended,  or "nonqualified stock options," at the discretion of
the  Committee  (as defined in Section 2 below) and as reflected in the terms of
the Stock Option Agreement (as defined in Section 2 below).

      2. DEFINITIONS. As used herein, the following definitions shall apply:

            (a)  "Award  Notice"  shall  mean,  with  respect  to  a  particular
Restricted  Stock  Award,  a written  instrument  signed by the  Company and the
recipient of the Restricted  Stock Award  evidencing the Restricted  Stock Award
and establishing the terms and conditions thereof.

            (b) "Award Recipient" shall mean the recipient of a Restricted Stock
Award.

            (c)  "Beneficiary"  shall  mean the  Person  designated  by an Award
Recipient to receive any Shares subject to a Restricted Stock Award made to such
Award Recipient that become distributable following the Award Recipient's death.

            (d) "Board of  Directors"  shall mean the Board of  Directors of the
Company.

            (e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

            (f) "Common Stock" shall mean the common stock,  par value $0.01 per
share, of the Company.

            (g) "Committee"  shall mean the Committee  appointed by the Board of
Directors in accordance with Section 4(a) of the Plan.

            (h) "Company"  shall mean  Bluegreen  Corporation,  a  Massachusetts
corporation, and its successors and assigns.

            (i) "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee.  Continuous  Status as an
Employee shall not be considered interrupted in the case of sick leave, military
leave,  or any other leave of absence  approved by the Board of Directors of the
Company or the Committee.  Continuous  Status as an Employee shall not be deemed
terminated or interrupted by a termination of employment followed immediately by
service  as a  non-Employee  director  of the  Company  or one  or  more  of its
Subsidiaries  until  a  subsequent  termination  of  all  service  as  either  a
non-Employee director or an Employee.

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            (j)  "Covered  Employee"  shall mean,  for any  taxable  year of the
Company,  a person who is, or who the Committee  determines is reasonably likely
to be, a "covered employee" within the meaning of Section 162(m) of the Code.

            (k)  "Disability"  shall  mean  permanent  and total  disability  as
defined in Section 22(e)(3) of the Code.

            (l)  "Employee"  shall  mean  any  person,  including  officers  and
directors,  employed by the Company or any Parent or  Subsidiary of the Company.
The  payment of a  director's  fee by the  Company  shall not be  sufficient  to
constitute "employment" by the Company.

            (m) "Exchange Act" shall mean the  Securities  Exchange Act of 1934,
as amended.

            (n) "Fair Market  Value" shall be determined by the Committee in its
discretion;  provided,  however,  that  where  there is a public  market for the
Common  Stock,  the fair market value per Share shall be (i) if the Common Stock
is listed or  admitted  for  trading on any United  States  national  securities
exchange,  or if actual  transactions  are otherwise  reported on a consolidated
transaction  reporting system,  the closing price of such stock on such exchange
or reporting  system,  as the case may be, on the relevant  date, as reported in
any newspaper of general  circulation,  or (ii) if the Common Stock is quoted on
the National Association of Securities Dealers Automated  Quotations  ("Nasdaq")
System,  or any similar  system of  automated  dissemination  of  quotations  of
securities  prices in common  use,  the mean  between  the closing bid and asked
quotations  for such stock on the  relevant  date,  as  reported  by a generally
recognized reporting service.

            (o) "Incentive  Stock Option" shall mean a stock option  intended to
qualify as an incentive  stock  option  within the meaning of Section 422 of the
Code.

            (p)  "Nonqualified  Stock  Option"  shall  mean a stock  option  not
intended to qualify as an  Incentive  Stock Option or a stock option that at the
time of grant,  or  subsequent  thereto,  fails to satisfy the  requirements  of
Section 422 of the Code.

            (q) "Option" shall mean a stock option granted pursuant to the Plan.

            (r) "Optioned Stock" shall mean the Shares subject to an Option.

            (s) "Optionee" shall mean the recipient of an Option.

            (t)  "Parent"  shall  mean a "parent  corporation,"  whether  now or
hereafter existing, as defined in Section 424(e) of the Code.

            (u)   "Performance-Based   Restricted  Stock  Award"  shall  mean  a
Restricted Stock Award to which Section 8(c) is applicable.

            (v)   "Performance   Goal"   shall   mean,   with   respect  to  any
Performance-Based  Restricted Stock Award, the performance  goal(s)  established
pursuant to Section  8(c)(i),  the attainment of which is a condition of vesting
of the Performance-Based Restricted Stock Award.

            (w) "Performance Measurement Period" shall mean, with respect to any
Performance  Goal, the period of time over which  attainment of the  Performance
Goal is measured.


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<PAGE>

            (x) "Person" shall mean an individual, a corporation, a partnership,
a limited liability company, an association,  a joint-stock company, a trust, an
estate,  an unincorporated  organization and any other business  organization or
institution.

            (y) "Restricted  Stock Award" shall mean an award of Shares pursuant
to Section 8.

            (z) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission under the Exchange Act or any successor rule.

            (aa) "Service" shall mean, unless the Committee  provides  otherwise
in an Award  Notice:  (a)  service in any  capacity  as a  common-law  employee,
director,  advisor or consultant to the Company or a Parent or  Subsidiary;  (b)
service  in  any  capacity  as  a  common-law  employee,  director,  advisor  or
consultant  (including  periods of contractual  availability to perform services
under a  retainer  arrangement)  to an  entity  that was  formerly  a Parent  or
Subsidiary, to the extent that such service is an uninterrupted  continuation of
services  being  provided  immediately  prior to the date on which  such  entity
ceased to be a Parent or  Subsidiary;  and (c)  performance  of the terms of any
contractual  non-compete agreement for the benefit of the Company or a Parent or
Subsidiary.

            (bb) "Share" shall mean a share of the Common Stock,  as adjusted in
accordance with Section 9 of the Plan.

            (cc)  "Stock  Option   Agreement"  shall  mean  the  written  option
agreements described in Section 14 of the Plan.

            (dd) "Subsidiary" shall mean a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Code.

            (ee)  "Transferee"  shall mean a  "transferee"  of the  Optionee  as
defined in Section 7(d) of the Plan.

      3. STOCK.  Subject to the provisions of Section 9 of the Plan, the maximum
aggregate  number of Shares which may be issued for Restricted  Stock Awards and
upon the  exercise of Options  under the Plan is 2,000,000  Shares.  The maximum
aggregate  number  of  Shares  which  may  be  covered  by  Options  granted  to
individuals  who are  Covered  Employees  shall be  500,000  Shares  during  any
calendar  year.  The maximum  aggregate  number of Shares which may be issued as
Restricted  Stock  Awards to  individuals  who are  Covered  Employees  shall be
500,000 Shares during any calendar year. If an Option or Restricted  Stock Award
should  expire  or become  unexercisable  for any  reason  without  having  been
exercised or vested in full, the  unpurchased  Shares which were subject thereto
shall, unless the Plan shall have been terminated,  become available for further
grant under the Plan.

      Subject to the  provisions  of Section 9 of the Plan,  no person  shall be
granted  Options  under the Plan in any calendar  year  covering an aggregate of
more than 100,000 Shares. If an Option should expire,  become  unexercisable for
any reason without having been exercised in full, or be cancelled for any reason
during the calendar year in which it was granted,  the number of Shares  covered
by such Option shall  nevertheless be treated as Options granted for purposes of
the limitation in the preceding sentence.


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<PAGE>

      4. ADMINISTRATION.

            (a)  Procedure.  The  Plan  shall  be  administered  by a  Committee
appointed by the Board of Directors,  which initially shall be the  Compensation
Committee  of the  Company.  The  Committee  shall  consist of not less than two
members of the Board of Directors.  Once appointed, the Committee shall continue
to serve until otherwise  directed by the Board of Directors.  From time to time
the  Board  of  Directors,  at its  discretion,  may  increase  the  size of the
Committee  and appoint  additional  members  thereof,  remove  members  (with or
without  cause),  and  appoint new members in  substitution  therefor,  and fill
vacancies however caused;  provided,  however, that at no time shall a Committee
of less than two members of the Board of Directors  administer  the Plan. If the
Committee  does not exist,  or for any other reason  determined  by the Board of
Directors,  the Board may take any action and exercise  any power,  privilege or
discretion  under the Plan that would  otherwise  be the  responsibility  of the
Committee.

            (b) Powers of the Committee.  Subject to the provisions of the Plan,
the  Committee  shall  have  the  authority,  in its  discretion:  (i) to  grant
Incentive  Stock Options,  in accordance  with Section 422 of the Code, to grant
Nonqualified  Stock  Options  or to  grant  Restricted  Stock  Awards;  (ii)  to
determine,  upon review of relevant  information,  the Fair Market  Value of the
Common Stock;  (iii) to determine the exercise  price per share of Options to be
granted or  consideration  for  Restricted  Stock Awards;  (iv) to determine the
persons to whom, and the time or times at which,  Options and  Restricted  Stock
Awards  shall be  granted  and the  number of Shares to be  represented  by each
Option or Restricted  Stock Award;  (v) to determine the vesting schedule of the
Options and Restricted  Stock Awards to be granted;  (vi) to interpret the Plan;
(vii) to  prescribe,  amend and rescind  rules and  regulations  relating to the
Plan;  (viii) to determine the terms and provisions of each Option or Restricted
Stock Award granted  (which need not be identical)  and, with the consent of the
holder  thereof if  required,  modify or amend each Option or  Restricted  Stock
Award;  (ix) to accelerate or defer (with the consent of the holder thereof) the
exercise  or vesting  date of any Option or the vesting  date of any  Restricted
Stock Award; (x) to authorize any person to execute on behalf of the Company any
instrument  required to effectuate  the grant of an Option or  Restricted  Stock
Award  previously  granted  by  the  Committee;  (xi)  to  grant  an  Option  in
replacement of Options previously granted under this Plan; and (xii) to make all
other determinations deemed necessary or advisable for the administration of the
Plan.

            (c)   Effect   of   the   Committee's   Decision.   All   decisions,
determinations  and  interpretations of the Committee shall be final and binding
on all Optionees, Award Recipients or Transferees, if applicable.

      5. ELIGIBILITY.  Incentive Stock Options may be granted only to Employees.
Nonqualified  Stock  Options  and  Restricted  Stock  Awards  may be  granted to
Employees  as well as  directors,  independent  contractors  and  agents who are
natural persons (but only if such Options or Restricted Stock Awards are granted
as compensation for personal services rendered by the independent  contractor or
agent to the Company or a Subsidiary  that are not services in  connection  with
the offer or sale of securities  in a  capital-raising  transaction  or services
that,  directly or  indirectly,  promote or maintain a market for the  Company's
securities),  as determined by the Committee. Any person who has been granted an
Option or Restricted Stock Award may, if he is otherwise eligible, be granted an
additional Option or Options or Restricted Stock Award.

      Except  as  otherwise  provided  under the Code,  to the  extent  that the
aggregate Fair Market Value of Shares for which  Incentive  Stock Options (under
all stock  option  plans of the  Company  and of any Parent or  Subsidiary)  are
exercisable  for the first time by an Employee  during any calendar year exceeds
$100,000,  such excess Options shall be treated as  Nonqualified  Stock Options.
For  purposes  of this  limitation,  (a) the  Fair  Market  Value of  Shares  is
determined  as of the time the  Option  is  granted  and (b) the  limitation  is
applied by taking into account Options in the order in which they were granted.


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<PAGE>

      The Plan shall not  constitute a contract of employment nor shall the Plan
confer  upon  any  Optionee  or  Award  Recipient  any  right  with  respect  to
continuation of employment or continuation of providing services to the Company,
nor  shall  it  interfere  in any way with his  right  or the  Company's  or any
Parent's or  Subsidiary's  right to terminate his employment or his provision of
services at any time.

      6. TERM OF PLAN. The Plan shall become  effective upon its adoption by the
Board  of  Directors;  provided,  however,  if the Plan is not  approved  by the
shareholders  of the Company in accordance with Section 15 of the Plan within 12
months  after the date of adoption by the Board of  Directors,  the Plan and any
Options or Restricted Stock Awards granted thereunder shall terminate and become
null and void. The Plan shall continue in effect for 10 years from the effective
date of the Plan, unless sooner terminated under Section 11 of the Plan.

      7. STOCK OPTIONS.

            (a) Term of Option.  The term of each Option  shall be 10 years from
the date of grant  thereof or such  shorter term as may be provided in the Stock
Option Agreement.  However,  in the case of an Incentive Stock Option granted to
an Employee who, immediately before the Incentive Stock Option is granted,  owns
stock  representing more than 10% of the voting power of all classes of stock of
the Company or any Parent or Subsidiary,  the term of the Incentive Stock Option
shall be five years from the date of grant  thereof or such  shorter time as may
be provided in such Optionee's Stock Option Agreement

            (b) Exercise Price And Consideration.

                  (i) Price.  The per Share  exercise price for the Shares to be
issued  pursuant to exercise of an Option shall be such price as  determined  by
the Committee, but shall be subject to the following:

                        (A) In the case of an Incentive Stock Option which is

                              (1) granted to an Employee who, immediately before
the grant of such Incentive Stock Option,  owns stock representing more than 10%
of the  voting  power of all  classes  of stock of the  Company or any Parent or
Subsidiary,  the per Share exercise price shall be no less than 110% of the Fair
Market Value per Share on the date of grant.

                              (2) granted to an Employee not within (1), the per
Share  exercise  price shall be no less than 100% of the Fair  Market  Value per
Share on the date of grant.

                              (3) In the case of a Nonqualified Stock Option,
the per Share exercise price shall be no less than 100% of the Fair Market Value
per Share on the date of grant.

            (ii)  Certain  Corporate  Transactions.  In the  event  the  Company
substitutes  an Option  for a stock  option  issued by  another  corporation  in
connection  with a  corporate  transaction,  such  as a  merger,  consolidation,
acquisition  of property  or stock,  separation  (including  a spin-off or other
distribution  of  stock  or  property),  reorganization  (whether  or  not  such
reorganization  comes within the  definition  of such term in Section 368 of the
Code) or partial or complete  liquidation  involving  the Company and such other
corporation,  the  exercise  price  of  such  substituted  option  shall  be  as
determined  by the  Committee in its  discretion  (subject to the  provisions of
Section  424(a) of the Code in the case of a stock  option that was  intended to
qualify as an  "incentive  stock  option")  to  preserve,  on a per Share  basis
immediately  after such  corporate  transaction,  the same ratio of Fair  Market
Value per Option  Share to exercise  price per Share which  existed  immediately
prior to such  corporate  transaction  under the  option  issued  by such  other
corporation.


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<PAGE>

            (iii)  Payment.  The  consideration  to be paid for the Shares to be
issued upon  exercise of an Option,  including  the method of payment,  shall be
determined by the Committee and may consist entirely of cash, check,  promissory
note, or other shares of the Company's  capital stock having a Fair Market Value
on the date of surrender equal to the aggregate  exercise price of the Shares as
to which said Option shall be exercised,  or any  combination of such methods of
payment,  or such other  consideration and method of payment for the issuance of
Shares to the extent  permitted  under the law of the Company's  jurisdiction of
incorporation.  The Committee may also establish coordinated procedures with one
or more brokerage firms for the "cashless  exercise" of Options,  whereby Shares
issued upon exercise of an Option are delivered against payment by the brokerage
firm on the Optionee's behalf. When payment of the exercise price for the Shares
to be issued  upon  exercise of an Option  consists  of shares of the  Company's
capital  stock,  such shares will not be accepted as payment unless the Optionee
or  Transferee,  if  applicable,  has held such shares for the requisite  period
necessary to avoid a charge to the Company's  earnings for  financial  reporting
purposes.

            (c) Exercise of Option.

                  (i)  Procedure  for  Exercise;  Rights as a  Shareholder.  Any
Option  granted  hereunder  shall be  exercisable  at such  times and under such
conditions as determined by the Committee,  including  performance criteria with
respect to the Company or its Subsidiaries and/or the Optionee,  and as shall be
permissible  under the terms of the Plan.  An Option may not be exercised  for a
fraction of a Share.  An Option  shall be deemed to be  exercised  when  written
notice of such  exercise  has been given to the Company in  accordance  with the
terms of the  Option by the  person  entitled  to  exercise  the Option and full
payment for the Shares with  respect to which the Option is  exercised  has been
received by the  Company.  Full  payment may, as  authorized  by the  Committee,
consist  of any  consideration  and method of payment  allowable  under  Section
7(b)(iii) of the Plan.  Until the issuance of the stock  certificate  evidencing
such Shares (as evidenced by the  appropriate  entry on the books of the Company
or of a duly authorized  transfer agent of the Company),  which in no event will
be delayed  more than 30 days from the date of the  exercise of the  Option,  no
right to vote or receive  dividends or any other rights as a  shareholder  shall
exist with respect to the Optioned  Stock,  notwithstanding  the exercise of the
Option.  No adjustment  will be made for a dividend or other right for which the
record  date is prior to the date the stock  certificate  is  issued,  except as
provided  in the Plan.  Exercise  of an Option in any manner  shall  result in a
decrease in the number of Shares which  thereafter  may be  available,  both for
purposes of the Plan and for sale under the  Option,  by the number of Shares as
to which the Option is exercised.

                  (ii)  Termination  of Status as an  Employee.  Subject to this
Section  7(c)(ii),  if any  Employee  ceases  to be in  Continuous  Status as an
Employee, he or any Transferee may, but only within 30 days or such other period
of time not  exceeding  three  months as is  determined  by the  Committee  (or,
provided that the applicable  Option is not to be treated as an Incentive  Stock
Option,  such longer period of time as may be determined by the Committee) after
the date he ceases to be an Employee,  exercise his Option to the extent that he
or  any  Transferee  was  entitled  to  exercise  it  as of  the  date  of  such
termination.  To the  extent  that  he or any  Transferee  was not  entitled  to
exercise the Option at the date of such termination,  or if he or any Transferee
does not  exercise  such  Option  (which he or any  Transferee  was  entitled to
exercise) within the time specified herein,  the Option shall terminate.  If any
Employee  ceases to serve as an Employee as a result of a termination  for cause
(as  determined  by the  Committee),  any Option  held by such  Employee  or any
Transferee  shall  terminate  immediately and  automatically  on the date of his
termination  as an  Employee  unless  otherwise  determined  by  the  Committee.
Notwithstanding the foregoing,  if an Employee ceases to be in Continuous Status
as an Employee solely due to a reorganization,  merger, consolidation, spin-off,
combination,  re-assignment  to another member of the affiliated  group of which
the Company is a member or other similar  corporate  transaction  or event,  the
Committee  may,  in its  discretion,  suspend  the  operation  of  this  Section
7(c)(ii);  provided that the Employee  shall  execute an agreement,  in form and
substance satisfactory to the Committee, waiving such


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<PAGE>

Employee's  right to have such  Employee's  Options  treated as Incentive  Stock
Options  from and after a date  determined  by the  Committee  which shall be no
later than three  months  from the date on which such  Employee  ceases to be in
Continuous Status as an Employee,  and such Employee's  Options shall thereafter
be treated as Nonqualified Stock Options for all purposes.

            (iii)  Disability  of Optionee.  Notwithstanding  the  provisions of
Section  7(c)(ii)  above,  in the event an Employee  is unable to  continue  his
employment as a result of his  Disability,  he or any  Transferee  may, but only
within three  months or such other period of time not  exceeding 12 months as is
determined by the Committee (or,  provided that the applicable  Option is not to
be treated as an Incentive  Stock  Option,  such longer period of time as may be
determined  by the  Committee)  from  the  date of  termination  of  employment,
exercise his Option to the extent he or any  Transferee was entitled to exercise
it at the date of such  Disability.  To the extent that he or any Transferee was
not entitled to exercise the Option at the date of  Disability,  or if he or any
Transferee  does not  exercise  such  Option  (which  he or any  Transferee  was
entitled  to  exercise)  within the time  specified  herein,  the  Option  shall
terminate.

            (iv) Death of Optionee. In the event of the death of an Optionee:

                        (A) during the term of the Option and who is at the time
of his death an  Employee  and who shall  have been in  Continuous  Status as an
Employee  since the date of grant of the Option,  the Option may be exercised at
any time within 12 months (or,  provided that the applicable Option is not to be
treated as an  Incentive  Stock  Option,  such  longer  period of time as may be
determined  by the  Committee)  following the date of death,  by the  Optionee's
estate,  by a person who acquired the right to exercise the Option by bequest or
inheritance, or by any Transferee, as the case may be, but only to the extent of
the right to exercise that would have accrued had the Optionee  continued living
one month after the date of death; or

                        (B) within 30 days or such other period of time not
exceeding three months as is determined by the Committee (or,  provided that the
applicable Option is not to be treated as an Incentive Stock Option, such longer
period of time as may be determined by the Committee)  after the  termination of
Continuous  Status as an  Employee,  the  Option may be  exercised,  at any time
within three months following the date of death, by the Optionee's  estate, by a
person who acquired the right to exercise the Option by bequest or  inheritance,
or by any Transferee, as the case may be, but only to the extent of the right to
exercise that had accrued at the date of termination.

            (d) Transferability Of Options.  During an Optionee's  lifetime,  an
Option may be  exercisable  only by the Optionee and an Option granted under the
Plan and the rights and  privileges  conferred  thereby  shall not be subject to
execution, attachment or similar process and may not be sold, pledged, assigned,
hypothecated,  transferred  or otherwise  disposed of in any manner  (whether by
operation of law or otherwise)  other than by will or by the laws of descent and
distribution.   Notwithstanding  the  foregoing,  to  the  extent  permitted  by
applicable law and Rule 16b-3, the Committee may determine that an Option may be
transferred by an Optionee to any of the  following:  (1) a family member of the
Optionee;  (2) a trust  established  primarily  for the benefit of the  Optionee
and/or a family member of said Optionee in which the Optionee and/or one or more
of his family members collectively have a more than 50% beneficial interest; (3)
a  foundation  in which such  persons  collectively  control the  management  of
assets;  (4) any other legal entity in which such persons  collectively own more
than 50% of the voting interests; or (5) any charitable organization exempt from
income tax under Section 501(c)(3) of the Code  (collectively,  a "Transferee");
provided,  however,  in no event shall an Incentive Stock Option be transferable
if such transferability would violate the applicable  requirements under Section
422 of the  Code.  Any  other  attempt  to sell,  pledge,  assign,  hypothecate,
transfer or  otherwise  dispose of any Option  under the Plan or of any right or
privilege conferred thereby, contrary to the provisions of the Plan, or the sale
or levy or any  attachment  or similar  process  upon the rights and  privileges
conferred hereby, shall be null and void.


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<PAGE>

      8. RESTRICTED STOCK AWARDS.

            (a) In General.

                  (i) Each Restricted Stock Award shall be evidenced by an Award
Notice issued by the Committee to the Award Recipient  containing such terms and
conditions  not  inconsistent  with  the  Plan  as  the  Committee  may,  in its
discretion, prescribe, including, without limitation, any of the following terms
or conditions:

                        (A) the number of Shares covered by the Restricted Stock
Award;

                        (B) the amount (if any) which the Award Recipient shall
be  required  to pay to the Company in  consideration  for the  issuance of such
Shares  (which  shall in no event be less than the minimum  amount  required for
such Shares to be validly issued,  fully paid and nonassessable under applicable
law);

                        (C) whether the Restricted Stock Award is a
Performance-Based Award and, if it is, the applicable Performance Goal or
Performance Goals;

                        (D) the date of grant of the Restricted Stock Award; and

                        (E) the vesting date for the Restricted Stock Award;

            (ii) All Restricted  Stock Awards shall be in the form of issued and
outstanding Shares that shall be either:

                        (A) registered in the name of the Committee for the
benefit of the Award Recipient and held by the Committee pending the vesting or
forfeiture of the Restricted Stock Award;

                        (B) registered in the name of Award Recipient and held
by the Committee, together with a stock power executed by the Award Recipient in
favor of the  Committee,  pending the vesting or  forfeiture  of the  Restricted
Stock Award; or

                        (C) registered in the name of and delivered to the Award
Recipient.

      In any event,  the  certificates  evidencing the Shares shall at all times
prior to the applicable vesting date bear the following legend:

            The  Common  Stock  evidenced  hereby is  subject  to the terms of a
            Restricted Stock Award agreement between  Bluegreen  Corporation and
            [Name of Award Recipient] dated [Date] made pursuant to the terms of
            the Bluegreen Corporation 2005 Stock Incentive Plan, copies of which
            are on file at the executive offices of Bluegreen  Corporation,  and
            may not be sold,  encumbered,  hypothecated or otherwise transferred
            except in accordance with the terms of such Plan and Agreement.

and/or such other restrictive legend as the Committee, in its discretion, may
specify.

            (iii) Except as otherwise  provided by the  Committee,  a Restricted
Stock Award shall not be  transferable by the Award Recipient other than by will
or by the laws of descent and distribution, and


                                        8
<PAGE>

the  Shares  granted   pursuant  to  such   Restricted   Stock  Award  shall  be
distributable,  during the  lifetime of the Award  Recipient,  only to the Award
Recipient.

            (b) Vesting Date.

                  (i) The vesting date for each Restricted  Stock Award shall be
determined by the Committee and specified in the Award Notice and, if no date is
specified in the Award  Notice,  shall be the first  anniversary  of the date on
which the Restricted Stock Award is granted.  Unless otherwise determined by the
Committee and specified in the Award Notice:

                        (A) if the Service of an Award Recipient is terminated
prior to the vesting date of a Restricted  Stock Award for any reason other than
death  or   Disability,   any  unvested   Shares  shall  be  forfeited   without
consideration  (other than a refund to the Award Recipient of an amount equal to
the lesser of (1) the cash amount,  if any, actually paid by the Award Recipient
to the Company for the Shares being  forfeited  and (2) the Fair Market Value of
such Shares on the date of forfeiture);

                        (B) if the Service of an Award Recipient is terminated
prior to the  vesting  date of a  Restricted  Stock Award on account of death or
Disability, any unvested Shares with a vesting date that is during the period of
six months  beginning on the date of  termination of Service shall become vested
on the  date of  termination  of  Service  and  any  remaining  unvested  Shares
forfeited without  consideration  (other than a refund to the Award Recipient of
an amount equal to the lesser of (1) the cash amount,  if any,  actually paid by
the Award  Recipient to the Company for the Shares being  forfeited  and (2) the
Fair Market Value of such Shares on the date of forfeiture); and

            (c) Performance-Based Restricted Stock Awards.

                  (i) At the time it grants a Performance-Based Restricted Stock
Award,  the  Committee  shall  establish  one  or  more  Performance  Goals  the
attainment  of which  shall be a  condition  of the Award  Recipient's  right to
retain the related Shares.  The  Performance  Goals shall be selected from among
the following:

                        (A) earnings per share;

                        (B) net income;

                        (C) EBITDA;

                        (D) return on equity;

                        (E) return on assets;

                        (F) core earnings;

                        (G) stock price;

                        (H) strategic business objectives, consisting of one or
more  objectives  based on meeting  specified cost targets,  business  expansion
goals,  goals  relating to  acquisitions  or  divestitures,  revenue  targets or
business development goals;

                        (I) except in the case of a Covered Employee, any other
performance criteria established by the Committee;


                                        9
<PAGE>

                        (J) any combination of (A) through (I) above.

Performance  Goals may be established on the basis of reported  earnings or cash
earnings,  and consolidated results or individual business units and may, in the
discretion  of the  Committee,  include or exclude  extraordinary  items,  taxes
and/or the results of  discontinued  operations.  Each  Performance  Goal may be
expressed on an absolute  and/or  relative  basis,  may be based on or otherwise
employ  comparisons  based on  internal  targets,  the past  performance  of the
Company or any  Subsidiary  (or  individual  business  units) and/or the past or
current performance of other companies.

            (ii) At the time it  grants  a  Performance-Based  Restricted  Stock
Award, the Committee shall establish a Performance  Measurement  Period for each
Performance  Goal. The Performance  Measurement  Period shall be the period over
which the Performance Goal is measured and its attainment is determined.  If the
Committee  establishes  a  Performance  Goal but fails to specify a  Performance
Measurement Period, the Performance Measurement Period shall be:

                        (A) if the Performance-Based Restricted Stock Award is
granted  during the first three months of the Company's  fiscal year, the fiscal
year of the  Company in which the  Performance-Based  Restricted  Stock Award is
granted; and

                        (B) in all other cases, the period of four consecutive
fiscal  quarters of the Company that begins with the fiscal quarter in which the
Performance-Based Restricted Stock Award is granted.

            (iii) Within a reasonable  period of time as shall be  determined by
the Committee  following the end of each  Performance  Measurement  Period,  the
Committee  shall  determine,   on  the  basis  of  such  evidence  as  it  deems
appropriate,  whether the  Performance  Goals for such  Performance  Measurement
Period have been  attained and, if they have been  obtained,  shall certify such
fact in writing.

            (iv) If the  Performance  Goals for a  Performance-Based  Restricted
Stock Award have been  determined  by the  Committee  to have been  attained and
certified, the Committee shall either:

                        (A) if the relevant vesting date has occurred, cause the
ownership of the Shares subject to such  Restricted  Stock Award,  together with
all  dividends  and other  distributions  with  respect  thereto  that have been
accumulated,  to be transferred  on the stock  transfer  records of the Company,
free of any restrictive  legend other than as may be required by applicable law,
to the Award Recipient;

                        (B) in all other cases, continue the Shares in their
current status pending the occurrence of the relevant vesting date or forfeiture
of the Shares.

If any one or more of the relevant Performance Goals have been determined by the
Committee  to not  have  been  attained,  all  of the  Shares  subject  to  such
Restricted Stock Award shall be forfeited  without  consideration  (other than a
refund to the Award  Recipient  of an amount equal to the lesser of (1) the cash
amount,  if any,  actually  paid by the Award  Recipient  to the Company for the
Shares being  forfeited and (2) the Fair Market Value of such Shares on the date
of forfeiture).

            (v) If the Performance Goals for any Performance  Measurement Period
shall have been  affected  by special  factors  (including  material  changes in
accounting  policies or practices,  material  acquisitions  or  dispositions  of
property,  or other unusual items) that in the  Committee's  judgment  should or
should  not be  taken  into  account,  in whole  or in  part,  in the  equitable
administration of the Plan, the


                                       10
<PAGE>

Committee may, for any purpose of the Plan,  adjust such  Performance  Goals and
make  payments  accordingly  under  the  Plan;  provided,   however,   that  any
adjustments  made in accordance with or for the purposes of this Section 8(c)(v)
shall be disregarded  for purposes of calculating  the  Performance  Goals for a
Performance-Based  Restricted  Stock  Award to a Covered  Employee if and to the
extent that such adjustments would have the effect of increasing the amount of a
Restricted Stock Award to such Covered Employee.

            (d) Dividend Rights.  Unless the Committee determines otherwise with
respect to any Restricted  Stock Award and specifies such  determination  in the
relevant  Award Notice,  any dividends or  distributions  declared and paid with
respect to Shares subject to the Restricted Stock Award, whether or not in cash,
shall be held and accumulated  for  distribution at the same time and subject to
the same terms and conditions as the underlying Shares.

            (e) Voting Rights.  Unless the Committee  determines  otherwise with
respect to any Restricted  Stock Award and specifies such  determination  in the
relevant  Award Notice,  voting rights  appurtenant to the Shares subject to the
Restricted Stock Award, shall be exercised by the Committee in its discretion.

            (f)  Tender  Offers.  Each Award  Recipient  shall have the right to
respond, or to direct the response, with respect to the issued Shares related to
its Restricted  Stock Award, to any tender offer,  exchange offer or other offer
made to the  holders of Shares.  Such a direction  for any such Shares  shall be
given by completing and filing, with the inspector of elections,  the trustee or
such other person who shall be independent of the Company as the Committee shall
designate  in the  direction,  a  written  direction  in  the  form  and  manner
prescribed  by the  Committee.  If no such  direction is given,  then the Shares
shall not be tendered.

            (g) Designation of  Beneficiary.  An Award Recipient may designate a
Beneficiary   to  receive  any  unvested   Shares  that  become   available  for
distribution  on the date of his  death.  Such  designation  (and any  change or
revocation of such designation)  shall be made in writing in the form and manner
prescribed by the Committee.  In the event that the Beneficiary designated by an
Award  Recipient  dies  prior to the Award  Recipient,  or in the event  that no
Beneficiary  has been  designated,  any vested Shares that become  available for
distribution  on the Award  Recipient's  death shall be paid to the  executor or
administrator  of the  Award  Recipient's  estate,  or if no  such  executor  or
administrator  is  appointed  within  such  time as the  Committee,  in its sole
discretion,  shall  deem  reasonable,  to such  one or more  of the  spouse  and
descendants  and blood  relatives of such  deceased  person as the Committee may
select.

            (h)  Taxes.  The  Company or the  Committee  shall have the right to
require any person  entitled to receive  Shares  pursuant to a Restricted  Stock
Award to pay the amount of any tax which is required to be withheld with respect
to such Shares,  or, in lieu thereof,  to retain,  or to sell without notice,  a
sufficient number of Shares to cover the amount required to be withheld.

      9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

      Subject to any required action by the shareholders of the Company,  in the
event any recapitalization,  forward or reverse split,  reorganization,  merger,
consolidation, spin-off, combination, repurchase, or exchange of Common Stock or
other securities,  stock dividend or other special and nonrecurring  dividend or
distribution  (whether  in the form of  cash,  securities  or  other  property),
liquidation,  dissolution,  or other  similar  corporate  transaction  or event,
affects  the  Common  Stock  such  that  an  adjustment  is  appropriate  in the
Committee's discretion in order to prevent dilution or enlargement of the rights
of Optionees and Award  Recipients  under the Plan, then the Committee shall, in
such manner


                                       11
<PAGE>

as it may deem equitable, adjust any or all of (i) the number and kind of shares
of Common Stock or other securities deemed to be available thereafter for grants
of Options and  Restricted  Stock Awards under the Plan in the  aggregate to all
eligible individuals and individually to any one eligible  individual,  (ii) the
number  and kind of  shares  of  Common  Stock or other  securities  that may be
delivered or deliverable in respect of outstanding  Options or Restricted  Stock
Awards, and (iii) the exercise price of Options.  In addition,  the Committee is
authorized to make  adjustments in the terms and conditions of, and the criteria
included in, Options and Restricted Stock Awards (including, without limitation,
cancellation  of  Options  or  Restricted  Stock  Awards  in  exchange  for  the
in-the-money  value, if any, of the vested portion  thereof,  or substitution of
Options or  Restricted  Stock Awards using stock of a successor or other entity)
in recognition of unusual or nonrecurring events (including, without limitation,
events  described  in the  preceding  sentence)  affecting  the  Company  or any
Subsidiary or the financial  statements of the Company or any Subsidiary,  or in
response to changes in  applicable  laws,  regulations,  or account  principles;
provided,  however,  that any such adjustment to an Option or  Performance-Based
Restricted Stock Award granted to a Covered Employee with respect to the Company
or its  Parent or  Subsidiaries  shall  conform to the  requirements  of Section
162(m) of the Code and the regulations  thereunder then in effect.  In addition,
each such adjustment with respect to an Incentive Stock Option shall comply with
the rules of Section 424(a) of the Code (or any successor provision),  and in no
event shall any adjustment be made which would render any Incentive Stock Option
granted  hereunder other than an "incentive  stock option" as defined in Section
422 of the Code.  The  Committee's  determination  shall be final,  binding  and
conclusive.  Except as expressly  provided herein, no issuance by the Company of
shares of stock of any class, or securities  convertible into shares of stock of
any class,  shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common  Stock  subject to an Option
or Restricted Stock Award.

      In the event of the proposed dissolution or liquidation of the Company, or
in the event of a proposed sale of all or substantially all of the assets of the
Company,  or the merger of the Company  with or into  another  corporation,  the
Committee or the Board of Directors may determine,  in its discretion,  that (i)
if any such  transaction  is effected in a manner that  holders of Common  Stock
will be  entitled to receive  stock or other  securities  in  exchange  for such
shares, then, as a condition of such transaction,  lawful and adequate provision
shall  be made  whereby  the  provisions  of the Plan  and the  Options  granted
hereunder  shall  thereafter  be  applicable,  as  nearly  equivalent  as may be
practicable,  in  relation  to any  shares  of  stock or  securities  thereafter
deliverable  upon the  exercise of any Option or (ii) the Option will  terminate
immediately  prior  to  the  consummation  of  such  proposed  transaction.  The
Committee or the Board of Directors may, in the exercise of its sole  discretion
in such instances, declare that any Option shall terminate as of a date fixed by
the Committee or the Board of Directors and give each Optionee or Transferee, if
applicable,  the  right  to  exercise  his  Option  as to all or any part of the
Optioned Stock,  including  Shares as to which the Option would not otherwise be
exercisable; provided, however, that the Committee may, at any time prior to the
consummation  of such merger,  consolidation  or other business  reorganization,
direct that all, but not less than all,  outstanding  Options be cancelled as of
the   effective   date  of  such  merger,   consolidation   or  other   business
reorganization  in exchange for a cash payment per share of Optioned Stock equal
to the excess (if any) of the value  exchanged for an outstanding  Share in such
merger,  consolidation or other business  reorganization over the exercise price
of the Option being cancelled.

      In  the   event  of  any   merger,   consolidation,   or  other   business
reorganization in which the Company is not the surviving entity,  any Restricted
Stock Award with respect to which Shares had been awarded to an Award  Recipient
shall be  adjusted by  allocating  to the Award  Recipient  the amount of money,
stock,  securities or other property to be received by the other shareholders of
record, and such money, stock,  securities or other property shall be subject to
the same terms and conditions of the Restricted  Stock Award that applied to the
Shares for which it has been exchanged.


                                       12
<PAGE>

      Without  limiting  the  generality  of the  foregoing,  the  existence  of
outstanding  Options or Restricted Stock Awards granted under the Plan shall not
affect in any manner the right or power of the  Company  to make,  authorize  or
consummate (i) any or all  adjustments,  recapitalizations,  reorganizations  or
other  changes in the  Company's  capital  structure or its  business;  (ii) any
merger or  consolidation  of the  Company;  (iii) any issuance by the Company of
debt  securities  or  preferred  or  preference  stock that would rank above the
Shares  subject to  outstanding  Options or Restricted  Stock  Awards;  (iv) the
dissolution or liquidation of the Company;  (v) any sale, transfer or assignment
of all or any part of the assets or business of the  Company;  or (vi) any other
corporate act or proceeding, whether of a similar character or otherwise.

      10. TIME FOR GRANTING  OPTIONS AND  RESTRICTED  STOCK AWARDS.  The date of
grant of an Option or Restricted  Stock Award shall,  for all  purposes,  be the
date on which the  Committee  makes the  determination  granting  such Option or
Restricted  Stock Award or such later date as the Committee may specify.  Notice
of the determination shall be given to each Optionee or Award Recipient within a
reasonable time after the date of such grant.

      11. AMENDMENT AND TERMINATION OF THE PLAN.

            (a) Committee Action;  Shareholders' Approval. Subject to applicable
laws and  regulations,  the  Committee  or the Board of  Directors  may amend or
terminate  the Plan from time to time in such  respects as the  Committee or the
Board of Directors  may deem  advisable,  without the approval of the  Company's
shareholders.

            (b) Effect of Amendment or Termination.  No amendment or termination
or  modification of the Plan shall in any manner affect any Option or Restricted
Stock Award  theretofore  granted  without the consent of the  Optionee or Award
Recipient,  except that the  Committee  or the Board of  Directors  may amend or
modify the Plan in a manner that does affect Options or Restricted  Stock Awards
theretofore  granted  upon a finding by the  Committee or the Board of Directors
that such  amendment or  modification  is in the best interest of  shareholders,
Optionees or Award Recipients.

      12.  CONDITIONS  UPON  ISSUANCE  OF  SHARES.  Shares  shall  not be issued
pursuant to the exercise of an Option or delivered  with respect to a Restricted
Stock Award  unless the exercise of such Option and the issuance and delivery of
such Shares  pursuant  thereto or the grant of a Restricted  Stock Award and the
delivery  of  Shares  with  respect  thereto  shall  comply  with  all  relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further  subject to the  approval of counsel  for the Company  with
respect to such compliance.

      As a condition to the exercise of an Option,  grant of a Restricted  Stock
Award or  delivery of Shares  with  respect to a  Restricted  Stock  Award,  the
Company may require the Person  exercising  such Option or acquiring such Shares
or  Restricted  Stock  Award to  represent  and  warrant at the time of any such
exercise,  grant or  acquisition  that the Shares are being  purchased  only for
investment and without any present  intention to sell or distribute  such Shares
if, in the opinion of counsel for the Company, such a representation is required
by any of the aforementioned  relevant  provisions of law. The Company shall not
be required to deliver any Shares  under the Plan prior to (i) the  admission of
such Shares to listing on any stock exchange on which Shares may then be listed,
or (ii) the completion of such  registration  or other  qualification  under any
state or federal law, rule or regulation as the Committee  shall determine to be
necessary or advisable.


                                       13
<PAGE>

      13. RESERVATION OF SHARES. The Company, during the term of this Plan, will
at all  times  reserve  and keep  available  such  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.  Inability of the Company to
obtain authority from any regulatory body having  jurisdiction,  which authority
is deemed by the  Company's  counsel to be necessary to the lawful  issuance and
sale of any Shares  hereunder,  shall  relieve the Company of any  liability  in
respect of the failure to issue or sell such  shares as to which such  requisite
authority shall not have been obtained.

      14. STOCK OPTION  AGREEMENT;  AWARD NOTICE.  Options shall be evidenced by
written  option  agreements  and  Restricted  Stock Awards shall be evidenced by
Award  Notices,  each in such form as the Board of  Directors  or the  Committee
shall approve.

      15.  SHAREHOLDER  APPROVAL.  Continuance  of the Plan  shall be subject to
approval by the  shareholders of the Company  entitled to vote thereon within 12
months  after the date the Plan is  adopted.  If such  shareholder  approval  is
obtained  at a duly  held  shareholders'  meeting,  it may  be  obtained  by the
affirmative  vote of the holders of outstanding  shares of the Company's  common
stock  representing  a majority  of the votes  entitled to be cast  thereon.  No
Performance-Based  Restricted  Stock  Awards  shall be  granted  after the fifth
anniversary  of the date the Plan is adopted  unless,  prior to such  date,  the
listing of  permissible  Performance  Goals set forth in Section 8(c) shall have
been  re-approved by the  shareholders  of the Company in the manner required by
Section 162(m) of the Code and the regulations thereunder.

      16.  OTHER  PROVISIONS.  The  Stock  Option  Agreements  or Award  Notices
authorized under the Plan may contain such other provisions,  including, without
limitation,  restrictions  upon the  exercise  of the  Option or  vesting of the
Restricted  Stock Award,  as the Board of Directors or the Committee  shall deem
advisable.  Any Incentive Stock Option  Agreement shall contain such limitations
and  restrictions  upon the exercise of the  Incentive  Stock Option as shall be
necessary in order that such Option will be an incentive stock option as defined
in Section 422 of the Code.

      17. INDEMNIFICATION OF COMMITTEE MEMBERS. In addition to such other rights
of  indemnification  they may have as  directors,  the members of the  Committee
shall be indemnified by the Company against the reasonable  expenses,  including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding,  or in connection with any appeal thereon, to
which  they or any of them  may be a party  by  reason  of any  action  taken or
failure to act under or in connection  with the Plan or any Option or Restricted
Stock  Award  granted  thereunder,  and  against  all  amounts  paid  by them in
settlement  thereof  (provided such settlement is approved by independent  legal
counsel  selected by the Company) or paid by them in  satisfaction of a judgment
in any such  action,  suit or  proceeding,  except in  relation to matters as to
which it  shall  be  adjudged  in such  action,  suit or  proceeding  that  such
Committee member is liable for gross negligence or misconduct in the performance
of his  duties;  provided  that  within 60 days  after  institution  of any such
action, suit or proceeding a Committee member shall in writing offer the Company
the opportunity, at its own expense, to handle and defend the same.

      18. NO  OBLIGATION  TO EXERCISE  OPTION.  The  granting of an Option shall
impose no obligation upon the Optionee to exercise such Option.

      19. WITHHOLDINGS; TAX MATTERS.

            (a) The Company shall have the right to deduct from all amounts paid
by the  Company  in cash  with  respect  to an  Option  under the Plan any taxes
required by law to be withheld with respect to such Option.  Where any Person is
entitled to receive  Shares  pursuant to the exercise of an Option,  the Company
shall have the right to require  such Person to pay to the Company the amount of
any tax which the Company is required to withhold  with  respect to such Shares,
or, in lieu thereof, to retain, or to sell


                                       14
<PAGE>

without  notice,  a  sufficient  number of Shares  to cover the  minimum  amount
required to be withheld. To the extent determined by the Committee and specified
in the Option  Agreement,  an Option  holder  shall have the right to direct the
Company to satisfy the minimum required federal, state and local tax withholding
by reducing the number of Shares subject to the Option (without issuance of such
Shares to the Option  holder) by a number equal to the quotient of (i) the total
minimum  amount of required  tax  withholding  divided by (ii) the excess of the
Fair  Market  Value of a Share  on the  Option  exercise  date  over the  Option
exercise price per Share.

            (b) If and to the extent permitted by the Committee and specified in
an Award  Notice for a  Restricted  Stock Award  other than a  Performance-Based
Restricted  Stock Award, an Award Recipient may be permitted or required to make
an election under section 83(b) of the Code to include the compensation  related
thereto in income for federal income tax purposes at the time of issuance of the
Shares to such Award Recipient instead of at a subsequent  vesting date. In such
event,  the  Shares  issued  prior to their  vesting  date  shall be  issued  in
certificated  form only, and the certificates  therefor shall bear the following
legend:

                  The Common Stock evidenced hereby is subject to the terms of a
                  Restricted Stock Award agreement between Bluegreen Corporation
                  and [Name of  Recipient]  dated  [Date]  made  pursuant to the
                  terms of the Bluegreen  Corporation 2005 Stock Incentive Plan,
                  copies  of  which  are on file  at the  executive  offices  of
                  Bluegreen  Corporation,  and  may  not  be  sold,  encumbered,
                  hypothecated  or otherwise  transferred  except in  accordance
                  with the terms of such Plan and Agreement.

or such  other  restrictive  legend as the  Committee,  in its  discretion,  may
specify.  In the event of the Award Recipient's  termination of Service prior to
the relevant vesting date or forfeiture of the Shares for any other reason,  the
Award Recipient shall be required to return all forfeited  Shares to the Company
without consideration therefor (other than a refund to the Award Recipient of an
amount equal to the lesser of (i) the cash amount,  if any, actually paid by the
Award  Recipient to the Company for the Shares being forfeited and (ii) the Fair
Market Value of such Shares on the date of forfeiture).

      20. OTHER  COMPENSATION  PLANS.  The adoption of the Plan shall not affect
any other stock option or incentive  or other  compensation  plans in effect for
the Company or any  Subsidiary,  nor shall the Plan  preclude  the Company  from
establishing  any other forms of incentive or other  compensation  for employees
and directors of the Company or any Subsidiary.

      21. SINGULAR,  PLURAL; GENDER. Whenever used herein, nouns in the singular
shall include the plural,  and the masculine  pronoun shall include the feminine
gender.

      22.  HEADINGS,  ETC. NO PART OF PLAN.  Headings of Articles  and  Sections
hereof are inserted for  convenience  and reference;  they constitute no part of
the Plan.

      23.  SEVERABILITY.  If any  provision of the Plan is held to be invalid or
unenforceable  by a court of competent  jurisdiction,  then such  invalidity  or
unenforceability  shall not affect the validity and  enforceability of the other
provisions  of the Plan and the  provision  held to be invalid or  unenforceable
shall be enforced  as nearly as possible  according  to its  original  terms and
intent to eliminate such invalidity or unenforceability.


                                       15