EXHIBIT 10.124

                              BLUEGREEN CORPORATION

                              EMPLOYMENT AGREEMENT

                                George F. Donovan


     This AGREEMENT (the "Agreement") is made as of December 19, 2001 (the
"Effective Date"), by and between Bluegreen Corporation, a Massachusetts
corporation with its headquarters located in Boca Raton, Florida (the
"Employer"), and George F. Donovan (the "Executive").

     In consideration of the mutual covenants contained in this Agreement, the
Employer and the Executive agree as follows:

     1. Employment. The Employer agrees to employ the Executive and the
Executive agrees to be employed by the Employer on the terms and conditions set
forth in this Agreement.

     2. Capacity. The Executive shall continue to serve the Employer as
President and Chief Executive Officer. The Executive shall also serve the
Employer in such other or additional offices as the Executive may be requested
to serve by the Board of Directors of the Employer (the "Board of Directors").
In such capacity or capacities, the Executive shall perform such services and
duties in connection with the business, affairs and operations of the Employer
as may be assigned or delegated to the Executive from time to time by or under
the authority of the Board of Directors. If a Chief Operating Officer shall be
appointed by the Employer during the Term (as defined below), the Executive
shall relinquish the title of President to such Chief Operating Officer and the
Executive shall become Chairman of the Board of Directors in addition to
retaining the position as Chief Executive Officer. Furthermore, if a successor
Chief Executive Officer (the "Successor CEO") should be appointed during the
Term, the Executive shall be appointed by the Board of Directors as its
Executive Chairman ("Executive Chairman") to serve in such capacity for a term
determined by the Board of Directors.

     3. Term. Subject to the provisions of Section 6, the term of employment
pursuant to this Agreement (the "Term") shall be one (1) year from the Effective
Date and shall be renewed automatically for periods of one (1) year commencing
at the first anniversary of the Effective Date and on each subsequent
anniversary thereafter, unless either the Executive or the Employer gives
written notice to the other not less than sixty (60) days prior to the date of
any such anniversary of such party's election not to extend the Term.
Notwithstanding the foregoing, after such time as the Executive is appointed as
Executive Chairman, the Term shall end upon the provision of not less than sixty
(60) days' written notice to the Executive from the Board of Directors.
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     4. Compensation and Benefits. The regular compensation and benefits payable
to the Executive under this Agreement shall be as follows:

          (a) Salary. For all services rendered by the Executive under this
     Agreement, the Employer shall pay the Executive a salary (the "Salary") at
     the annual rate of Four Hundred Fifty Thousand Dollars ($450,000), subject
     to increase from time to time in the discretion of the Board of Directors
     or the Compensation Committee of the Board of Directors (the "Compensation
     Committee"). The Salary shall be payable in periodic installments in
     accordance with the Employer's usual practice for its senior executives.

          (b) Bonus. Beginning with the fiscal year ending March 31, 2002, the
     Executive shall be eligible to receive a bonus (the "Target Bonus") under
     an annual incentive program established by the Board of Directors or the
     Compensation Committee with such terms as may be established in the sole
     discretion of the Board of Directors or Compensation Committee from time to
     time.

          (c) Regular Benefits. The Executive shall also be entitled to
     participate in any employee benefit plans, medical insurance plans, life
     insurance plans, disability income plans, retirement plans, vacation plans,
     expense reimbursement plans, stock option, and other benefit plans which
     the Employer may from time to time have in effect for all or most of its
     senior executives. Such participation shall be subject to the terms of the
     applicable plan documents, generally applicable policies of the Employer,
     applicable law and the discretion of the Board of Directors, the
     Compensation Committee or any administrative or other committee provided
     for in or contemplated by any such plan. Nothing contained in this
     Agreement shall be construed to create any obligation on the part of the
     Employer to establish any such plan or to maintain the effectiveness of any
     such plan which may be in effect from time to time.

          (d) Taxation of Payments and Benefits. The Employer shall undertake to
     make deductions, withholdings and tax reports with respect to payments and
     benefits under this Agreement to the extent that it reasonably and in good
     faith believes that it is required to make such deductions, withholdings
     and tax reports. Payments under this Agreement shall be in amounts net of
     any such deductions or withholdings. Nothing in this Agreement shall be
     construed to require the Employer to make any payments to compensate the
     Executive for any adverse tax effect associated with any payments or
     benefits or for any deduction or withholding from any payment or benefit.

          (e) Indemnification. The Employer shall indemnify the Executive for
     acts taken in good faith in the performance of his duties under this
     Agreement to the extent provided in the Employer's Articles of
     Incorporation and subject to any directors and officers insurance policy
     maintained by the Employer.

          (f) Golf Club. The Employer shall pay annual membership dues in a golf
     club of the Executive's choice.

          (g) Certain Loans. In respect of a loan with a current principal
     balance of $110,000 from the Employer to the Executive, the Executive shall
     pay the first


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     installment of $55,000, with applicable interest, within 30 days following
     the end of the fiscal year of the Employer that ends in calendar year 2002
     and the final installment of $55,000, with applicable interest, within 30
     days following the end of the fiscal year of the Employer that ends in
     calendar year 2003.

     5. Extent of Service. During the Executive's employment under this
Agreement, the Executive shall, subject to the direction and supervision of the
Board of Directors, devote the Executive's full business time, best efforts and
business judgment, skill and knowledge to the advancement of the Employer's
interests and to the discharge of the Executive's duties and responsibilities
under this Agreement. The Executive shall not engage in any other business
activity, except as may be approved by the Board of Directors; provided that
nothing in this Agreement shall be construed as preventing the Executive from:

          (a) investing the Executive's assets in any company or other entity in
     a manner not prohibited by Section 7(d) and in such form or manner as shall
     not require any material activities on the Executive's part in connection
     with the operations or affairs of the companies or other entities in which
     such investments are made; or

          (b) engaging in religious, charitable or other community or non-profit
     activities that do not impair the Executive's ability to fulfill the
     Executive's duties and responsibilities under this Agreement.

     6. Termination and Termination Benefits. Notwithstanding the provisions of
Section 3, this Section 6 shall govern the termination of the Executive's
employment with the Employer under this Agreement during the Term. Upon
termination of the employment of the Executive for any reason, the Company shall
pay to the Executive any accrued but unpaid Salary and, if applicable, bonus and
any accrued but unused vacation. Benefits under any employee benefit plans of
the Employer shall be as described in such plans. Any stock options granted to
the Executive by the Employer in his capacity as a Director or employee of the
Employer shall be governed by the terms of each individual agreement and the
plan under which each such grant was made, except that for purposes of the
length of time to exercise options following the termination of employment or
other performance of services for the Employer, service on the Board of
Directors of the Employer shall be deemed to constitute employment or the
provision of services, as required. For purposes of this Section 6, the Board of
Directors may suspend the Executive from his employment and any and all
capacities with the Employer while it contemplates taking action under this
Section 6. The Board of Directors' decision to suspend the Executive in such
circumstances shall not constitute a violation of this Agreement.

          (a) Termination by the Employer for Cause. The Executive's employment
     under this Agreement may be terminated for Cause without further liability
     on the part of the Employer effective immediately upon a vote of the Board
     of Directors and written notice to the Executive. Only the following shall
     constitute "Cause" for such termination:

               (i) the indictment of, conviction of or plea of nolo contendere
          by the Executive for (A) a felony or (B) any misdemeanor involving
          moral turpitude, deceit, dishonesty or fraud ("indictment," for these
          purposes, meaning an


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          indictment, probable cause hearing or any other procedure pursuant to
          which an initial determination of probable or reasonable cause with
          respect to such offense is made);

               (ii) material violation of the policies and procedures of the
          Employer, including the Employer's policy on sexual harassment, as in
          effect from time to time;

               (iii) gross negligence, willful misconduct or insubordination of
          the Executive with respect to the Employer or any affiliate of the
          Employer; or

               (iv) material breach by the Executive of any of the Executive's
          obligations under this Agreement.

          (b) Termination by the Employer Without Cause. Subject to the payment
     of Termination Benefits pursuant to Section 6(d), the Executive's
     employment under this Agreement may be terminated by the Employer without
     Cause upon written notice to the Executive by a vote of the Board of
     Directors. The termination of the Executive's employment pursuant to
     written notice from the Employer that the Term of this Agreement shall not
     be extended, as provided in Section 3, shall constitute a termination by
     the Employer without Cause.

          (c) Termination Following Appointment of a Successor CEO. Following
     the appointment of a successor CEO and the consequent end of the Term, at
     such time as the Executive is no longer Chief Executive Officer or
     Executive Chairman, the Executive shall be eligible to receive Termination
     Benefits pursuant to Section 6(d).

          (d) Certain Termination Benefits. Unless otherwise specifically
     provided in this Agreement or otherwise required by law, all compensation
     and benefits payable to the Executive under this Agreement shall terminate
     on the date of termination of the Executive's employment under this
     Agreement. Notwithstanding the foregoing, in the event of termination of
     the Executive's employment with the Employer without Cause, as provided in
     Section 6(b), or at such time as the Executive is no longer CEO, under the
     circumstances described in Section 6(c), the Employer shall provide to the
     Executive the following termination benefits ("Termination Benefits"):

               (i) continuation of the Executive's Salary at the rate then in
          effect pursuant to Section 4(a);

               (ii) continuation of participation in all employee benefit plans
          of the Employer, subject to the limitations and restrictions of each
          individual plan, contract or agreement, on the same terms as in effect
          prior to the termination of employment (including payment by the
          Employer of the premium on the Executive's split-dollar life insurance
          policy);


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               (iii) payment of a portion of the Executive's COBRA continuation
          coverage, if elected by the Executive, equal to the Employer's share
          of such benefit payments as of the date of termination of employment;

               (iv) a payment in lieu of the Target Bonus, such payment to be an
          amount that is pro-rated as though the Executive had terminated
          employment at the end of the quarter in which the date of termination
          occurs and to be determined by substituting for the annual incentive
          target the target for the end of the fiscal quarter in which the date
          of termination occurs;

               (v) the use of an off-premises office and the services of his
          administrative assistant (who shall be an employee of the Employer),
          subject to the Executive's submission of and the Board of Director's
          approval of a budget for such office and support services; and

               (vi) notwithstanding the terms of any individual stock option
          agreement, the Executive may exercise any option that was exercisable
          by its terms as of the date of termination through the date which is
          the earlier of one year after the date of termination or ten years
          after the grant date of any such option.

     The Termination Benefits set forth in (i), (ii), (iii), and (v), above
     shall continue for twelve (12) months after the date of termination (the
     "Termination Benefits Period"). The Executive's Salary during the
     Termination Benefits Period shall be paid according to the normal payroll
     practices of the Employer. The payment described in (iv) above shall be
     paid at such time as the Target Bonus would be paid in the normal course as
     though the Executive was still in employment at such time. At the end of
     the Termination Benefits Period the Executive shall be paid, in a lump sum,
     an amount equal to his Salary at the end of the Term. In the event of the
     death of the Executive during the Termination Benefits Period, any unpaid
     Termination Benefits shall be paid to the estate of the Executive. The
     Termination Benefits shall be offset by any amounts owed to the Employer by
     the Executive according to a schedule determined by mutual agreement
     between the Executive and the Board of Directors, except that in the
     absence of a mutual agreement, the Board of Directors may reduce such
     payments according to a schedule it determines in its sole discretion. The
     Employer's liability for Salary continuation pursuant to Section 6(d)(i)
     shall be reduced by the amount of any severance pay due or otherwise paid
     to the Executive pursuant to any severance pay plan or stay bonus plan of
     the Employer. Notwithstanding the foregoing, nothing in this Section 6(d)
     shall be construed to affect the Executive's right to receive COBRA
     continuation entirely at the Executive's own cost at the end of the
     Termination Benefits Period and to continue to participate in the
     Employer's self-funded health insurance plan at the Executive's own cost
     for a period of 18 months following the end of the Termination Benefits
     Period.

     Notwithstanding anything to the contrary in this Agreement, the Executive
     shall not be entitled to any Termination Benefit under this Agreement,
     including any Termination Benefits payable subsequent to a Change of
     Control as described in Section 6(f) below,


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     unless the Executive first (i) enters into a valid and irrevocable
     separation agreement, including a release of all claims against the
     Employer and any affiliate of the Employer, in a form then acceptable to
     the Employer and substantially in the form attached hereto as Exhibit A,
     provided that the form of release is sufficient to effectuate the interests
     of the parties to this agreement, and (ii) resigns from any and all
     positions, including, without implication of limitation, as a director,
     trustee, and officer, that the Executive then holds with the Employer and
     any affiliate of the Employer, except that, at the request of the Board,
     the Executive may continue to serve as a director of the Employer or its
     affiliates.

          (e) Death, Disability. The employment of the Executive shall terminate
     upon the death of the Executive. The Executive's estate shall be entitled
     to receive any Salary accrued but unpaid as of the date of death, any other
     amounts due, and a payment in lieu of the Target Bonus pro-rated for the
     period between the beginning of the bonus period and the date of death and
     determined by substituting for the annual target described in the annual
     incentive program the target established for the quarter in which the date
     of death occurs. Any such Bonus payment shall be made at such time as the
     Target Bonus would normally be paid. If the Executive shall be disabled so
     as to be unable to perform the essential functions of the Executive's then
     existing position or positions under this Agreement with or without
     reasonable accommodation, the Board of Directors may remove the Executive
     from any responsibilities and/or reassign the Executive to another position
     with the Employer. Notwithstanding any such removal or reassignment, the
     Executive shall continue to receive the Executive's full Salary (less any
     disability pay or sick pay benefits to which the Executive may be entitled
     under the Employer's policies) and benefits under Section 4 of this
     Agreement (except to the extent that the Executive may be ineligible for
     one or more such benefits under applicable plan terms) for a period of 12
     months following the termination of employment. The employment of the
     Executive with the Employer shall terminate upon the completion of the
     period described above and no other payments or benefits shall be payable
     under the terms of this Agreement. If any question shall arise as to
     whether during any period the Executive is disabled so as to be unable to
     perform the essential functions of the Executive's then existing position
     or positions with or without reasonable accommodation, the Executive may,
     and at the request of the Employer shall, submit to the Employer a
     certification in reasonable detail by a physician selected by the Employer
     to whom the Executive or the Executive's guardian has no reasonable
     objection as to whether the Executive is so disabled or how long such
     disability is expected to continue, and such certification shall for the
     purposes of this Agreement be conclusive of the issue. The Executive shall
     cooperate with any reasonable request of the physician in connection with
     such certification. If such question shall arise and the Executive shall
     fail to submit such certification, the Employer's determination of such
     issue shall be binding on the Executive. Nothing in this Section 6(e) shall
     be construed to waive the Executive's rights, if any, under existing law
     including, without limitation, the Family and Medical Leave Act of 1993, 29
     U.S.C.ss.2601 et seq. and the Americans with Disabilities Act, 42
     U.S.C.ss.12101 et seq.

          (f) Termination Pursuant to a Change of Control. If there is a Change
     of Control, as defined in Section 6(f)(i) below, during the Term, the
     provisions of this


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     Section 6(f) shall apply and shall continue to apply throughout the
     remainder of the term of this Agreement. If, within one (1) year following
     a Change of Control, the Executive's employment is terminated by the
     Executive for Good Reason or if the Executive's employment is terminated
     without Cause (in accordance with Section 6(b) above), the Employer shall
     pay to the Executive (or the Executive's estate, if applicable) the
     payments described in Section 6(d) above, subject to the Executive's
     compliance with the provisions of the last paragraph of Section 6(d).

               (i) Change of Control shall mean the occurrence of one or more of
          the following events:

                    (A) any "person" (as such term is used in Sections 13(d) and
               14(d)(2) of the Securities Exchange Act of 1934, as amended (the
               "Exchange Act")) becomes a "beneficial owner" (as such term is
               defined in Rule 13d-3 promulgated under the Exchange Act) (other
               than the Employer, any trustee or other fiduciary holding
               securities under an employee benefit plan of the Employer, or any
               corporation owned, directly or indirectly, by the stockholders of
               the Employer, in substantially the same proportions as their
               ownership of stock of the Employer), directly or indirectly, of
               securities of the Employer, representing fifty percent (50%) or
               more of the combined voting power of the Employer's then
               outstanding securities; or

                    (B) persons who, as of the Effective Date, constituted the
               Employer's Board of Directors (the "Incumbent Board") cease for
               any reason including, without limitation, as a result of a tender
               offer, proxy contest, merger or similar transaction, to
               constitute at least a two-thirds majority of the Board of
               Directors, provided that any person becoming a director of the
               Employer subsequent to the Effective Date whose election was
               approved by at least a majority of the directors then comprising
               the Incumbent Board shall, for purposes of this Section 6(f), be
               considered a member of the Incumbent Board; or

                    (C) the stockholders of the Employer approve a merger or
               consolidation of the Employer with any other corporation or other
               entity, other than (1) a merger or consolidation which would
               result in the voting securities of the Employer outstanding
               immediately prior thereto continuing to represent (either by
               remaining outstanding or by being converted into voting
               securities of the surviving entity) more than fifty percent (50%)
               of the combined voting power of the voting securities of the
               Employer or such surviving entity outstanding immediately after
               such merger or consolidation or (2) a merger or consolidation
               effected to implement a recapitalization of the Employer (or
               similar transaction) in which no "person" (as hereinabove
               defined) acquires more than fifty percent (50%) of the combined
               voting power of the Employer's then outstanding securities; or


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                    (D) the stockholders of the Employer approve a plan of
               complete liquidation of the Employer or an agreement for the sale
               or disposition by the Employer of all or substantially all of the
               Employer's assets.

               (ii) "Good Reason" shall be deemed to exist if one of the
          following occurs and the Executive complies with the requirements of
          Section 6(f)(iii) below:

                    (A) a reduction of the Executive's salary; or

                    (B) a significant change in the Executive's responsibilities
               or duties which constitutes, when compared to the Executive's
               responsibilities or duties before the Change of Control, a
               demotion; or

                    (C) a material loss of title or office.

               (iii) The Executive shall provide the Employer with reasonable
          notice and an opportunity to cure any of the events listed in Section
          6(f)(ii) and shall not be entitled to compensation pursuant to this
          Section 6(f) unless the Employer fails to cure within 30 days
          following receipt of written notice; and

               (iv) It is the intention of the Executive and of the Employer
          that no payments by the Employer to or for the benefit of the
          Executive under this Agreement or any other agreement or plan, if any,
          pursuant to which the Executive is entitled to receive payments or
          benefits shall be nondeductible to the Employer by reason of the
          operation of Section 280G of the Code relating to parachute payments
          or any like statutory or regulatory provision. Accordingly, and
          notwithstanding any other provision of this Agreement or any such
          agreement or plan, if by reason of the operation of said Section 280G
          or any like statutory or regulatory provision, any such payments
          exceed the amount which can be deducted by the Employer, such payments
          shall be reduced to the maximum amount which can be deducted by the
          Employer. To the extent that payments exceeding such maximum
          deductible amount have been made to or for the benefit of the
          Executive, such excess payments shall be refunded to the Employer with
          interest thereon at the applicable Federal rate determined under
          Section 1274(d) of the Code, compounded annually, or at such other
          rate as may be required in order that no such payments shall be
          nondeductible to the Employer by reason of the operation of said
          Section 280G or any like statutory or regulatory provision. To the
          extent that there is more than one method of reducing the payments to
          bring them within the limitations of said Section 280G or any like
          statutory or regulatory provision, the Executive shall determine which
          method shall be followed, provided that if the Executive fails to make
          such determination within forty-five (45) days after the Employer has
          given notice of the need for such reduction, the Employer may
          determine the method of such reduction in its sole discretion.


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     7. Confidential Information, Noncompetition and Cooperation. The Executive
understands that the restrictions set forth in this Section 7 are intended to
protect the Employer's interest in its Confidential Information and established
employee, customer and supplier relationships and goodwill, and agrees that such
restrictions are reasonable and appropriate for this purpose and, further, that
the restrictions and obligations of this Section 7 shall continue and be
effective without regard to any actual or alleged breach of this Agreement.

          (a) Confidential Information. As used in this Agreement, "Confidential
     Information" means information belonging to the Employer which is of value
     to the Employer in the course of conducting its business and the disclosure
     of which could result in a competitive or other disadvantage to the
     Employer. Confidential Information includes, without limitation, financial
     information, reports, and forecasts; inventions, improvements and other
     intellectual property; trade secrets; know-how; designs, processes or
     formulae; software; market or sales information or plans; customer lists;
     and business plans, prospects and opportunities (such as possible
     acquisitions or dispositions of businesses or facilities) which have been
     discussed or considered by the management of the Employer. Confidential
     Information includes information developed by the Executive in the course
     of the Executive's employment by the Employer, as well as other information
     to which the Executive may have access in connection with the Executive's
     employment. Confidential Information also includes the confidential
     information of others with which the Employer has a business relationship.
     Notwithstanding the foregoing, Confidential Information does not include
     information in the public domain, unless due to breach of the Executive's
     duties under Section 7(b).

          (b) Confidentiality. The Executive understands and agrees that the
     Executive's employment creates a relationship of confidence and trust
     between the Executive and the Employer with respect to all Confidential
     Information. At all times, both during the Executive's employment with the
     Employer and after its termination, the Executive will keep in confidence
     and trust all such Confidential Information, and will not use or disclose
     any such Confidential Information without the written consent of the
     Employer, except as may be necessary in the ordinary course of performing
     the Executive's duties to the Employer.

          (c) Documents, Records, etc. All documents, records, data, apparatus,
     equipment and other physical property, whether or not pertaining to
     Confidential Information, which are furnished to the Executive by the
     Employer or are produced by the Executive in connection with the
     Executive's employment will be and remain the sole property of the
     Employer. The Executive will return to the Employer all such materials and
     property as and when requested by the Employer. In any event, the Executive
     will return all such materials and property immediately upon termination of
     the Executive's employment for any reason. The Executive will not retain
     with the Executive any such material or property or any copies thereof
     after such termination.

          (d) Noncompetition. During the Term and for one (1) year thereafter,
     the Executive will not, directly or indirectly, whether as owner, partner,
     shareholder, consultant, agent, employee, co-venturer or otherwise, engage,
     participate, assist or invest in any Competing Business (as hereinafter
     defined). For purposes of this Agreement, the


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     term "Competing Business" shall mean any timeshare resort, golf community
     or residential development within 25 miles of any timeshare resort, golf
     community or residential development which the Employer or any of its
     affiliates has had in the active process of development or has operated or
     is operating or proposes to operate or develop at any time during the two
     years prior to the termination of the employment of the Executive.
     Notwithstanding the foregoing, the Executive may own up to five percent
     (5%) of the outstanding stock of a publicly held corporation which
     constitutes or is affiliated with a Competing Business.

          (e) Nonsolicitation. During the Term and for one (1) year thereafter,
     the Executive (i) will refrain from directly or indirectly employing,
     attempting to employ, recruiting or otherwise soliciting, inducing or
     influencing any person to leave employment with the Employer (other than
     terminations of employment of subordinate employees undertaken in the
     course of the Executive's employment with the Employer); and (ii) will
     refrain from soliciting or encouraging any customer or supplier to
     terminate or otherwise modify adversely its business relationship with the
     Employer.

          (f) Nondisparagement. During the Term and thereafter, the Executive
     will refrain from directly or indirectly disparaging the Employer or any of
     its directors or employees.

          (g) Third-Party Agreements and Rights. The Executive hereby confirms
     that the Executive is not bound by the terms of any agreement with any
     previous employer or other party which restricts in any way the Executive's
     use or disclosure of information or the Executive's engagement in any
     business. The Executive represents to the Employer that the Executive's
     execution of this Agreement, the Executive's employment with the Employer
     and the performance of the Executive's proposed duties for the Employer
     will not violate any obligations the Executive may have to any such
     previous employer or other party. In the Executive's work for the Employer,
     the Executive will not disclose or make use of any information in violation
     of any agreements with or rights of any such previous employer or other
     party, and the Executive will not bring to the premises of the Employer any
     copies or other tangible embodiments of non-public information belonging to
     or obtained from any such previous employment or other party.

          (h) Litigation and Regulatory Cooperation. During and after the
     Executive's employment, the Executive shall cooperate fully with the
     Employer in the defense or prosecution of any claims or actions now in
     existence or which may be brought in the future against or on behalf of the
     Employer which relate to events or occurrences that transpired while the
     Executive was employed by the Employer. The Executive's full cooperation in
     connection with such claims or actions shall include, but not be limited
     to, being available to meet with counsel to prepare for discovery or trial
     and to act as a witness on behalf of the Employer at mutually convenient
     times. During and after the Executive's employment, the Executive also
     shall cooperate fully with the Employer in connection with any
     investigation or review of any federal, state or local regulatory authority
     as any such investigation or review relates to events or occurrences that
     transpired while the Executive was employed by the Employer. The Employer
     shall


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     reimburse the Executive for any reasonable out-of-pocket expenses incurred
     in connection with the Executive's performance of obligations pursuant to
     this Section 7(h).

          (i) Injunction. The Executive agrees that it would be difficult to
     measure any damages caused to the Employer which might result from any
     breach by the Executive of the promises set forth in this Section 7, and
     that in any event money damages would be an inadequate remedy for any such
     breach. Accordingly, subject to Section 8 of this Agreement, the Executive
     agrees that if the Executive breaches, or proposes to breach, any portion
     of this Agreement, the Employer shall be entitled, in addition to all other
     remedies that it may have, to an injunction or other appropriate equitable
     relief to restrain any such breach without showing or proving any actual
     damage to the Employer or posting any bond or other security therefor.

     8. Arbitration of Disputes. Any controversy or claim arising out of or
relating to this Agreement or the breach thereof or otherwise arising out of or
relating to the Executive's employment or the termination of that employment
(including, without limitation, any claims of unlawful retaliation or employment
discrimination whether based on age or otherwise) shall, to the fullest extent
permitted by law, be settled by arbitration in any forum and form agreed upon by
the parties or, in the absence of such an agreement, under the auspices of the
American Arbitration Association ("AAA") in Miami, Florida in accordance with
the Employment Dispute Resolution Rules of the AAA, including, but not limited
to, the rules and procedures applicable to the selection of arbitrators.
Judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. This Section 8 shall be specifically enforceable.
Notwithstanding the foregoing, this Section 8 shall not preclude either party
from pursuing a court action for the sole purpose of obtaining a temporary
restraining order or a preliminary injunction in circumstances in which such
relief is appropriate; provided that any other relief shall be pursued through
an arbitration proceeding pursuant to this Section 8.

     9. Consent to Jurisdiction. To the extent that any court action is
permitted consistent with or to enforce Section 8 of this Agreement, the parties
hereby consent to the exclusive jurisdiction of the Circuit Court of the State
of Florida and the United States District Court for the Southern District of
Florida. Accordingly, with respect to any such court action, the Executive (a)
submits to the personal jurisdiction of such courts; (b) consents to service of
process; and (c) waives any other requirement (whether imposed by statute, rule
of court, or otherwise) with respect to personal jurisdiction or service of
process.

     10. Integration. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
agreements between the parties with respect to any related subject matter.

     11. Assignment; Successors and Assigns, etc. Neither the Employer nor the
Executive may make any assignment of this Agreement or any interest herein, by
operation of law or otherwise, without the prior written consent of the other
party; provided that the Employer may assign its rights under this Agreement
without the consent of the Executive in the event that the Employer shall effect
a reorganization, consolidate with or merge into any other corporation,
partnership, organization or other entity, or transfer all or substantially all
of its properties or assets to any other corporation, partnership, organization
or other entity. This Agreement shall


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<PAGE>

inure to the benefit of and be binding upon the Employer and the Executive,
their respective successors, executors, administrators, heirs and permitted
assigns.

     12. Enforceability. If any portion or provision of this Agreement
(including, without limitation, any portion or provision of any section of this
Agreement) shall to any extent be declared illegal or unenforceable by a court
of competent jurisdiction, then the remainder of this Agreement, or the
application of such portion or provision in circumstances other than those as to
which it is so declared illegal or unenforceable, shall not be affected thereby,
and each portion and provision of this Agreement shall be valid and enforceable
to the fullest extent permitted by law.

     13. Waiver. No waiver of any provision hereof shall be effective unless
made in writing and signed by the waiving party. The failure of any party to
require the performance of any term or obligation of this Agreement, or the
waiver by any party of any breach of this Agreement, shall not prevent any
subsequent enforcement of such term or obligation or be deemed a waiver of any
subsequent breach.

     14. Notices. Any notices, requests, demands and other communications
provided for by this Agreement shall be sufficient if in writing and delivered
in person or sent by a nationally recognized overnight courier service or by
registered or certified mail, postage prepaid, return receipt requested, to the
Executive at the last address the Executive has filed in writing with the
Employer or, in the case of the Employer, at its main offices, attention of the
Secretary, and shall be effective on the date of delivery in person or by
courier or three (3) days after the date mailed.

     15. Amendment. This Agreement may be amended or modified only by a written
instrument signed by the Executive and by a duly authorized representative of
the Employer.

     16. Governing Law. This contract shall be construed under and be governed
in all respects by the laws of the State of Florida, without giving effect to
the conflict of laws principles of such state. With respect to any disputes
concerning federal law, such disputes shall be determined in accordance with the
law as it would be interpreted and applied by the United States Court of Appeals
for the Eleventh Circuit.

     17. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be taken to be
an original; but such counterparts shall together constitute one and the same
document.

                             SIGNATURE PAGE FOLLOWS


                                       12
<PAGE>

         IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by the Employer, by its duly authorized officer, and by the
Executive, as of the Effective Date.

                                        EMPLOYER: BLUEGREEN CORPORATION



Date: December 25, 2001                 By:  /S/ RICHARD M. KELLEHER
                                          --------------------------
                                             [Title] Director


                                        EXECUTIVE: GEORGE F. DONOVAN



Date: December 19, 2001                 /S/ GEORGE F. DONOVAN
                                        ---------------------
                                        George F. Donovan


                                       13
<PAGE>

Exhibit A

                                     [Date]


[Employee Name and Address]

Dear _____:

     This letter agreement ("Agreement") will confirm the agreement that we have
reached regarding your separation from employment. The purpose of this Agreement
is to establish an amicable arrangement for ending your employment relationship,
to release Bluegreen Corporation (the "Company") and related persons or entities
from any claims and to permit you to receive fair and reasonable separation pay
and related benefits.

     You are entering into this Agreement voluntarily. It is customary in
employment separation agreements for the departing employee to release the
employer from any possible claim, even if the employer believes, as is the case
here, that no such claims exist. You understand that you are giving up your
right to bring any and all possible legal claims against the Company. Neither
the Company nor you want your employment relationship to end with a legal
dispute. By entering into this Agreement, you understand that the Company is not
admitting in any way that it violated any legal obligation that it owed to you.
To the contrary, the Company's willingness to enter into this Agreement
demonstrates that it is continuing to deal with you fairly and in good faith.

     Regardless of whether you enter into this Agreement, you will be paid all
earned but unpaid wages and accrued but unused vacation as of the Termination
Date (as defined below). The Company also will reimburse you for any
outstanding, reasonable business travel expenses you have incurred on the
Company's behalf through your Termination Date, upon receipt of appropriate
receipt documentation, pursuant to the Company's business expense reimbursement
policy.

     With those understandings, you and the Company agree as follows:

     1. Termination

     Your employment with the Company terminates as of ________ (the
"Termination Date"). As of the Termination Date, you also resign from all other
positions, offices or directorships you may hold with the Company or any of its
affiliated or related entities.

     You acknowledge your ineligibility for rehire. You agree that you will not
knowingly apply for or otherwise seek or accept employment or serve or seek to
serve as a consultant or independent contractor at any time with the Company or
any of the Company's affiliated or related entities. You acknowledge and agree
that your forbearance to seek future employment as just stated is purely
contractual and in no way involuntary, discriminatory or retaliatory.

     2. Termination Benefits


                                        1
<PAGE>

     The Company will provide you with Termination Benefits in accordance with
the terms of Section 6 of the Employment Agreement, dated as of _____, by and
between you and the Company (the "Employment Agreement").

     Your eligibility to participate in any other employee benefit plans and
programs sponsored by or made available to employees of the Company or its
affiliated or related entities ceases effective on or after your Termination
Date in accordance with applicable benefit plan terms and benefit practices.
Your rights to benefits, if any, are governed by the terms of those benefit
plans and programs.

     3. Tax Treatment

     The Company shall undertake to make deductions, withholdings and tax
reports with respect to payments and benefits under this Agreement to the extent
that it in good faith believes that it is required to make such deductions,
withholdings and tax reports. Payments under this Agreement shall be in amounts
net of any such deductions or withholdings. Nothing in this Agreement shall be
construed to require the Company to make any payments to compensate you for any
adverse tax effect associated with any payments or benefits or for any deduction
or withholding from any payment or benefit.

     4. Employment Agreement

     You agree that you shall continue to be bound by the provisions of Sections
7, 8 and 9 of the Employment Agreement.

     5. Release of Claims

     In consideration for, among other terms, the Termination Benefits, to which
you otherwise would not be entitled, you voluntarily release and forever
discharge the Company, its affiliated and related entities, its and their
respective predecessors, successors and assigns, and each of its and their
current and former officers, directors, shareholders, employees, attorneys,
accountants and agents in their official and personal capacities (collectively
referred to as the "Releasees") generally from all claims, demands, debts,
damages and liabilities of every name and nature, known or unknown, that, as of
the date that you sign this Agreement, you now have, ever had, now claim to have
or ever claimed to have had against any or all of the Releasees ("Claims"). This
release includes, without limitation, all Claims for or relating to: your
employment by and termination from the Company; wrongful discharge; breach of
contract; retaliation or discrimination claims under federal, state or local law
(including without limitation claims of age discrimination under the Age
Discrimination in Employment Act); defamation or other torts; violation of
public policy; wages, bonuses, incentive compensation, vacation pay or any other
compensation or benefits; and for damages of any sort, including, without
limitation, compensatory damages, punitive damages and attorneys fees; provided,
however, that this release shall not affect your rights under this Agreement.

     You agree that you shall not seek or accept reinstatement with, damages of
any nature, or equitable or legal remedies, severance, incentive or retention
pay, attorney's fees, or costs from the Releasees with respect to any Claim. As
a material inducement to the Company to enter into this Agreement, you hereby
represent that you have not heretofore assigned to any third party


                                       2
<PAGE>

and you have not heretofore filed with any agency or court any Claim released by
this Agreement.

     6. Confidentiality

     You agree to keep the existence and terms of this Agreement in the
strictest confidence and not reveal, unless legally compelled to do so, the
terms of this Agreement to any persons except your spouse, your attorney and
your financial advisors, provided that they also agree to keep the information
confidential. Nothing in this Section 6 shall be construed to prevent you from
disclosing such matters to the extent required by a lawfully issued subpoena or
duly issued court order; provided that you provide the Company with advance
written notice and a reasonable opportunity to contest such subpoena or court
order. Nothing contained herein shall be deemed to limit your rights under 29
U.S.C. ss. 626(f)(4).

     7. Communication Concerning Your Termination

     If asked about the circumstances of your separation of employment with the
Company, you will state that your employment ended pursuant to mutual agreement
and that you intend to pursue other interests, but you will not make any further
comment about your employment separation.

     8. Suspension or Termination of Payments

     In the event that you fail to comply with your obligations under this
Agreement or Sections 7, 8 or 9 of the Employment Agreement, in addition to any
other legal remedies it may have for such breach the Company will have the right
to terminate or suspend the Termination Benefits. The termination or suspension
of such payments in the event of such breach by you will not affect your
continuing obligations under this Agreement.

     9. Legal Representation

     This Agreement is a legally binding document and your signature will commit
you to its terms. You acknowledge that you have been advised to discuss all
aspects of this Agreement with your attorney, that you have carefully read and
fully understand all of the provisions of this Agreement and that you are
voluntarily entering into this Agreement.

     10. Consent to Jurisdiction

     You and the Company hereby consent to the exclusive jurisdiction of the
Circuit Court of the State of Florida and the United States District Court for
the Southern District of Florida with respect to any claim for violation of this
Agreement. With respect to any such court action you (a) submit to the
jurisdiction of such courts, (b) consent to service of process, and (c) waive
any other requirement (whether imposed by statute, rule of court or otherwise)
with respect to personal jurisdiction or venue.

     11. Other Provisions

     You acknowledge that you have been given the opportunity to consider this
Agreement for twenty-one (21) days before signing it. If you sign this Agreement
within less than twenty-


                                        3
<PAGE>

one (21) days of the date of its delivery to you, you acknowledge that such
decision was entirely voluntary and that you had the opportunity to consider
this Agreement for the entire twenty-one (21) day period. For a period of seven
(7) days from the date you sign this Agreement, you have the right to revoke
this Agreement by written notice to the undersigned. This Agreement shall not
become effective or enforceable until the expiration of the revocation period.

     This letter constitutes the entire agreement regarding your resignation
from the Company, and supersedes any previous agreements or understandings
between us, except for Sections 7, 8 and 9 of the Employment Agreement, which
remain in full force and effect. In signing this Agreement, you are not relying
upon any oral promises or representations made by anyone at or on behalf of the
Company.

     This Agreement will be interpreted and enforced under the laws of the State
of Florida, without regard to conflict of law principles. In the event of any
dispute, this Agreement will be construed as a whole, will be interpreted in
accordance with its fair meaning, and will not be construed strictly for or
against either you or the Company.

     Please indicate your agreement to the terms of this Agreement by signing
and returning to me a copy of this letter.

     THIS AGREEMENT IS EXECUTED UNDER SEAL.

                                        Very truly yours,

                                        BLUEGREEN CORPORATION


                                        By: ______________________________
                                            [Name]
                                            [Title]

You are advised to consult with an attorney before signing this Agreement. The
foregoing is agreed to and accepted by:


Date: ______________________            __________________________________
                                        [EMPLOYEE]


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