COMMON STOCK



Par Value One Cent



BLUEGREEN CORPORATION



INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS



This Certificate is Transferable in Jersey City, NJ or New York, NY



This Certifies that



is the owner of



FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF 



CUSIP  096231  10  5



SEE REVERSE FOR CERTAIN DEFINITIONS



Dated:



COUNTERSIGNED AND REGISTERED:



MELLON INVESTOR SERVICES LLC



TRANSFER AGENT AND REGISTRAR



By




AUTHORIZED SIGNATURE



TREASURER AND CHIEF FINANCIAL OFFICER



BY



NUMBER



BXG 2539



SHARES
















BLUEGREEN
CORPORATION


          This
certificate also evidences and entitles the holder hereof to certain rights as
set forth in a Rights Agreement between Bluegreen
Corporation and Mellon Investor Services LLC, dated as of July 27, 2006, as it
may be amended or supplemented from time to time (the “Agreement”), the
terms of which are hereby incorporated herein by reference and a copy of which
is on file at the principal executive
offices of Bluegreen Corporation. Under certain circumstances, as set forth in
the Agreement, such Rights (as defined in the Agreement) will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. Bluegreen Corporation will mail to the holder of this certificate
a copy of the Agreement without charge after receipt of a written request
therefor. As set forth in the Agreement, Rights beneficially owned by any
Person (as defined in the Agreement) who becomes an Acquiring Person (as
defined in the Agreement) become null and void.


          The
Corporation is authorized to issue Preferred Stock and Common Stock. The
Preferred Stock may be divided into and issued in one or more series, having such preferences, voting powers,
qualifications and special and relative rights as may be established by the Board of Directors from time to
time. The Corporation will furnish to the holder hereof upon written request
and without charge a copy of the full text, as set-forth in the Corporation’s
Articles of Organization, of the preferences, voting powers, qualifications and special and relative
rights of the shares of each class (and each series of a class, if any) of its
capital stock authorized to be issued
as of the date of such request. Requests for copies should be directed to the
Corporation at its principal office.


          The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
TEN COM

	
-

	
as tenants in common

	
UNIF
 GIFT MIN ACT-  

	
Custodian


	
TEN ENT

	
-

	
as tenants by the
 entireties

	
 

	


	
 

	



	
JT TEN

	
-

	
as joint tenants with right of survivorship and not as tenants in
 common

	
 

	
(Cust)

	
 

	
(Minor)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
under Uniform Gifts to
 Minors

 Act


	
 

	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 

	
(State)





Additional abbreviations may also be used though
not in the above list.


ASSIGNMENT


          For
value received, ______________________________________________ hereby sell assign and
transfer unto


	
 

	
 


	
PLEASE
 INSERT SOCIAL SECURITY OR OTHER

 IDENTIFYING NUMBER OF ASSIGNEE

	
 


	
 

	
 







	
 


	



	
 


	



	
 


	



	
PLEASE PRINT OR TYPEWRITE
 NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE


	
 


	



	
 


	







	
 

	
 


	
 

	
 Shares of


	


	
 


	

the capital stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint









	
 

	
 


	
 

	
 Attorney to


	


	
 


	

transfer the said stock on the books of the within-named Corporation with full power of
substitution in the premises.








	
 

	
 

	
 


	
Dated,

	
 

	
Sign
 Here:


	


	
 

	



	
 

	
 

	
          NOTICE:
 The signature on this assignment must correspond with the name as written upon the face of the Certificate,
 in every particular, without
 alteration or enlargement, or any change whatever.








	
 

	
 


	
Signature(s)
 Guaranteed:

	
 


	
 

	
 


	


	
 


	
THE SIGNATURE(S) SHOULD BE
 GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
 SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
 PURSUANT TO S.E.C. RULE 17 Ad-15.