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            AMENDED AND
            RESTATED OPERATING AGREEMENT OF

            BLUEGREEN/BIG CEDAR VACATIONS, LLC

            


            

            


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            TABLE OF
            CONTENTS


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        ARTICLE
                        1.

                    	
                        
                        ORGANIZATION

                    	
                        
                        1

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        Section
                        1.1

                    	
                        Continuation Of The
                        Company

                    	
                        
                        1

                    
	
                         

                    	
                        Section
                        1.2

                    	
                        Name

                    	
                        
                        2

                    
	
                         

                    	
                        Section
                        1.3

                    	
                        Term

                    	
                        
                        2

                    
	
                         

                    	
                        Section
                        1.4

                    	
                        Character of
                        Business; Powers

                    	
                        
                        2

                    
	
                         

                    	
                        Section
                        1.5

                    	
                        Principal Place of
                        Business

                    	
                        
                        2

                    
	
                         

                    	
                        Section
                        1.6

                    	
                        Domestic Registered
                        Agent and Registered Office

                    	
                        
                        2

                    
	
                         

                    	
                        Section
                        1.7

                    	
                        Foreign Agents and
                        Registered Office

                    	
                        
                        2

                    
	
                         

                    	
                        Section
                        1.8

                    	
                        Certain
                        Definitions

                    	
                        
                        3

                    
	
                         

                    	
                        Section
                        1.9

                    	
                        Other Defined
                        Terms

                    	
                        
                        9

                    
	
                         

                    	
                        Section
                        1.10

                    	
                        References;
                        Pronouns; Headings.

                    	
                        
                        10

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        ARTICLE
                        2.

                    	
                        CAPITAL ACCOUNTS AND
                        CONTRIBUTIONS; MEMBER LOANS

                    	
                        
                        11

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        Section
                        2.1

                    	
                        Capital
                        Contributions

                    	
                        
                        11

                    
	
                         

                    	
                        Section
                        2.2

                    	
                        Additional Capital
                        Contributions; Additional Membership Interests

                    	
                        
                        11

                    
	
                         

                    	
                        Section
                        2.3

                    	
                        Capital
                        Accounts

                    	
                        
                        12

                    
	
                         

                    	
                        Section
                        2.4

                    	
                        Negative Capital
                        Accounts

                    	
                        
                        12

                    
	
                         

                    	
                        Section
                        2.5

                    	
                        Certain
                        Limitations

                    	
                        
                        13

                    
	
                         

                    	
                        Section
                        2.6

                    	
                        RFC Loan

                    	
                        
                        13

                    
	
                         

                    	
                        Section
                        2.7

                    	
                        Other Loans by
                        Members or Affiliates

                    	
                        
                        14

                    
	
                         

                    	
                        Section
                        2.8

                    	
                        
                        Accounting

                    	
                        
                        15

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        ARTICLE
                        3.

                    	
                        
                        DISTRIBUTIONS

                    	
                        
                        15

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        Section
                        3.1

                    	
                        Distributions of
                        Operating Proceeds

                    	
                        
                        15

                    
	
                         

                    	
                        Section
                        3.2

                    	
                        Tax
                        Distributions

                    	
                        
                        15

                    
	
                         

                    	
                        Section
                        3.3

                    	
                        Distributions to be
                        Made in Cash

                    	
                        
                        16

                    
	
                         

                    	
                        Section
                        3.4

                    	
                        Withholding and
                        Offset

                    	
                        
                        16

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        ARTICLE
                        4.

                    	
                        ALLOCATION OF
                        PROFITS AND LOSSES

                    	
                        
                        16

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        Section
                        4.1

                    	
                        Profits and
                        Losses

                    	
                        
                        16

                    
	
                         

                    	
                        Section
                        4.2

                    	
                        Regulatory and
                        Curative Allocations

                    	
                        
                        17

                    
	
                         

                    	
                        Section
                        4.3

                    	
                        Tax
                        Allocations

                    	
                        
                        18

                    
	
                         

                    	
                        Section
                        4.4

                    	
                        Other Allocation
                        Rules

                    	
                        
                        19

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        ARTICLE
                        5.

                    	
                        ACCOUNTING AND TAX
                        MATTERS

                    	
                        
                        19

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        Section
                        5.1

                    	
                        Accounting Methods;
                        Company Records

                    	
                        
                        19

                    
	
                         

                    	
                        Section
                        5.2

                    	
                        Fiscal
                        Year

                    	
                        
                        20

                    
	
                         

                    	
                        Section
                        5.3

                    	
                        Bank Accounts; Title
                        to Business Property

                    	
                        
                        20

                    
	
                         

                    	
                        Section
                        5.4

                    	
                        Tax
                        Matters

                    	
                        
                        20

                    



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                        ARTICLE
                        6.

                    	
                        MANAGEMENT AND
                        BUSINESS POLICIES

                    	
                        
                        21

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        Section
                        6.1

                    	
                        Management by
                        Management Committee

                    	
                        
                        21

                    
	
                         

                    	
                        Section
                        6.2

                    	
                        Meetings of the
                        Management Committee

                    	
                        
                        21

                    
	
                         

                    	
                        Section
                        6.3

                    	
                        Action by Written
                        Consent Without a Meeting

                    	
                        
                        22

                    
	
                         

                    	
                        Section
                        6.4

                    	
                        General
                        Manager

                    	
                        
                        22

                    
	
                         

                    	
                        Section
                        6.5

                    	
                        Specific Authority
                        of Management Committee and General Manager

                    	
                        
                        22

                    
	
                         

                    	
                        Section
                        6.6

                    	
                        
                        Certificate

                    	
                        
                        24

                    
	
                         

                    	
                        Section
                        6.7

                    	
                        Restrictions on
                        Authority of the Management Committee and the General Manager

                    	
                        
                        24

                    
	
                         

                    	
                        Section
                        6.8

                    	
                        Insurance

                    	
                        
                        25

                    
	
                         

                    	
                        Section
                        6.9

                    	
                        Business Plans and
                        Budgets; Amenity Development

                    	
                        
                        27

                    
	
                         

                    	
                        Section
                        6.10

                    	
                        Big Cedar Approval
                        Rights

                    	
                        
                        29

                    
	
                         

                    	
                        Section
                        6.11

                    	
                        Meetings and Voting
                        by Members

                    	
                        
                        29

                    
	
                         

                    	
                        Section
                        6.12

                    	
                        Liability and
                        Indemnification of the Management Committee, Members and
                        Affiliates

                    	
                        
                        30

                    
	
                         

                    	
                         

                    	
                         

                    
	
                        ARTICLE
                        7.

                    	
                        LIMITED LIABILITY;
                        RIGHTS AND OBLIGATIONS OF THE MEMBERS

                    	
                        
                        30

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        Section
                        7.1

                    	
                        Limited
                        Liability

                    	
                        
                        30

                    
	
                         

                    	
                        Section
                        7.2

                    	
                        Member Limited
                        Liability

                    	
                        
                        31

                    
	
                         

                    	
                        Section
                        7.3

                    	
                        Conflicts of
                        Interest

                    	
                        
                        31

                    
	
                         

                    	
                        Section
                        7.4

                    	
                        Transactions With
                        Members and Affiliates

                    	
                        
                        31

                    
	
                         

                    	
                        Section
                        7.5

                    	
                        Compensation and
                        Reimbursement of the Members; Management Committee; General
                        Manager

                    	
                        
                        32

                    
	
                         

                    	
                        Section
                        7.6

                    	
                        
                        Non-Competition—Bluegreen

                    	
                        
                        32

                    
	
                         

                    	
                        Section
                        7.7

                    	
                        
                        Non-Competition—BCLLC

                    	
                        
                        34

                    
	
                         

                    	
                        Section
                        7.8

                    	
                        BCLLC’s Right
                        to Participate

                    	
                        
                        34

                    
	
                         

                    	
                        Section
                        7.9

                    	
                        Bluegreen’s
                        Right to Participate

                    	
                        
                        35

                    
	
                         

                    	
                        Section
                        7.10

                    	
                        Specific Rights,
                        Authority and Obligations of the Members

                    	
                        
                        36

                    
	
                         

                    	
                        Section
                        7.11

                    	
                        Records of the
                        Company

                    	
                        
                        37

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        ARTICLE
                        8.

                    	
                        TRANSFERS OF
                        INTERESTS

                    	
                        
                        38

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        Section
                        8.1

                    	
                        
                        Restrictions

                    	
                        
                        38

                    
	
                         

                    	
                        Section
                        8.2

                    	
                        Effect of
                        Assignment; Documents

                    	
                        
                        38

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        ARTICLE
                        9.

                    	
                        DISSOLUTION OF THE
                        COMPANY

                    	
                        
                        39

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        Section
                        9.1

                    	
                        Liquidation
                        Events

                    	
                        
                        39

                    
	
                         

                    	
                        Section
                        9.2

                    	
                        Right to Continue
                        Business and Affairs of Company

                    	
                        
                        39

                    
	
                         

                    	
                        Section
                        9.3

                    	
                        Distribution of
                        Proceeds on Dissolution; Winding Up; Reserves

                    	
                        
                        40

                    
	
                         

                    	
                        Section
                        9.4

                    	
                        Allocations Upon
                        Dissolution

                    	
                        
                        41

                    



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                        ARTICLE
                        10.

                    	
                        GENERAL

                    	
                        
                        41

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        Section
                        10.1

                    	
                        Notices/Approvals to
                        Be In Writing

                    	
                        
                        41

                    
	
                         

                    	
                        Section
                        10.2

                    	
                        Entire
                        Agreement

                    	
                        
                        42

                    
	
                         

                    	
                        Section
                        10.3

                    	
                        
                        Amendments

                    	
                        
                        42

                    
	
                         

                    	
                        Section
                        10.4

                    	
                        
                        Miscellaneous

                    	
                        
                        42

                    
	
                         

                    	
                        Section
                        10.5

                    	
                        GOVERNING
                        LAW

                    	
                        
                        43

                    
	
                         

                    	
                        Section
                        10.6

                    	
                        Submission to
                        Jurisdiction

                    	
                        
                        43

                    
	
                         

                    	
                        Section
                        10.7

                    	
                        Remedies

                    	
                        
                        43

                    
	
                         

                    	
                        Section
                        10.8

                    	
                        Representations and
                        Warranties

                    	
                        
                        44

                    
	
                         

                    	
                        Section
                        10.9

                    	
                        Financial
                        Reporting

                    	
                        
                        45

                    
	
                         

                    	
                        Section
                        10.10

                    	
                        Confidentiality;
                        Public Announcements

                    	
                        
                        45

                    



            INDEX OF
            EXHIBITS


            	
                         

                    	
                         

                    
	
                        
                        Exhibit
                        A

                    	
                        Names, Addresses,
                        Capital Accounts, and Percentage Interests of Members

                    
	
                        
                        Exhibit
                        B

                    	
                        Big Cedar
                        Timeshare Property

                    
	
                        
                        Exhibit
                        C

                    	
                        Red Rock Bluff
                        Property

                    
	
                        
                        Exhibit
                        D

                    	
                        Red Rock Bluff
                        Business Plan

                    
	
                        
                        Exhibit
                        E

                    	
                        Deliberately
                        Omitted

                    
	
                        
                        Exhibit
                        F

                    	
                        Business
                        Plan

                    
	
                        
                        Exhibit
                        G

                    	
                        Annual
                        Budget

                    



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            AMENDED AND
            RESTATED OPERATING AGREEMENT


            
            OF


            BLUEGREEN/BIG
            CEDAR VACATIONS, LLC


            a Delaware
            limited liability company


            
                      
            THIS AMENDED AND RESTATED OPERATING AGREEMENT OF BLUEGREEN/BIG CEDAR VACATIONS, LLC
            (“Agreement”) is made and entered into as of this 31st day of
            December, 2007 (the “Effective Date”) by and among those Persons
            identified on Exhibit A attached hereto (the
            “Members”).


            
            WITNESSETH


            
                      
            WHEREAS, Bluegreen/Big Cedar Vacations, LLC (the “Company”) was
            formed as a Delaware limited liability company on May 1, 2000 pursuant to and under the
            Act, by the filing of a Certificate of Formation with the Secretary of State of the
            State of Delaware;


            
                      
            WHEREAS, the Company is currently governed by that certain Operating Agreement of
            Bluegreen/Big Cedar Vacations, LLC dated as of June 16, 2000 (the “Original
            Operating Agreement”), for the purpose of setting forth the understandings
            and agreements of the Members with respect to the organization and operation of the
            Company and the scope and conduct of its business, including its development of the
            timeshare project Big Cedar Wilderness Club Condominium in Ridgedale, Missouri, which
            is marketed as Wilderness Club at Big Cedar, a Bluegreen Resort (the “Original
            Project”);


            
                      
            WHEREAS, the Company has acquired or will acquire certain real property adjacent to
            the Original Project for purposes of the construction and development of the Building
            3000 Project (as defined herein), and has acquired the Red Rock Bluff Property (as
            defined herein) for purposes of the construction and development of the Red Rock Bluff
            Timeshare Project (as defined herein); and


            
                      
            WHEREAS, in connection with the acquisition of such property and the construction
            and development of the Building 3000 Project and the Red Rock Bluff Timeshare Project,
            the Members now desire to amend and restate the Original Operating Agreement in its
            entirety on the terms and conditions set forth herein.


            
                      
            NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
            which is hereby acknowledged, and the mutual promises contained herein, the Members
            mutually covenant and agree as follows:


            ARTICLE
            1.     ORGANIZATION


            
                      Section
            1.1     Continuation Of The Company. The Members hereby
            agree to continue the existence of the Company as a limited liability company under the
            Act, and all other pertinent Laws of the State of Delaware for the purposes and upon
            the terms and conditions


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            hereinafter set
            forth. The Members agree that the rights, duties and liabilities of the Members shall
            be as provided in the Act, except as provided herein.


            
                      Section
            1.2     Name. The name of the Company shall be
            “Bluegreen/Big Cedar Vacations, LLC,” or such other name as shall be
            determined by the Management Committee from time to time.


            
                      Section
            1.3     Term. The term of the Company commenced as of
            May 1, 2000 and shall continue until the winding up and liquidation of the Company
            following a Liquidation Event, as provided in Article 9.


            
                      Section
            1.4     Character of Business; Powers.


            
                                   (A)     The
            business of the Company (the “Business”) is to (1) acquire, design,
            develop, own, operate, market and sell the Timeshare Projects and such other Resort
            Interest Program(s) as may be mutually agreed upon in writing by the Members, in
            accordance with the provisions of this Agreement; (2) lease, finance, hold, manage,
            sell, exchange or otherwise dispose of all or any part of the timeshare units of the
            Business and the receivables or other assets arising from the sale of timeshare
            interests; (3) borrow money in furtherance of the Business; and (4) exercise all rights
            and powers and engage in all activities related or ancillary to the foregoing, as
            determined by the Management Committee, which a limited liability company may legally
            exercise pursuant to the Act.


            
                                   (B)     The
            Company shall not engage in any activity other than the Business and no Member shall
            have any authority to hold himself or herself out as an agent of the Company in any
            activity other than the Business and then only in conformity with the provisions of
            this Agreement.


            
                      Section
            1.5     Principal Place of Business. The principal
            place of business of the Company shall be at 4960 Conference Way North, Suite 100, Boca
            Raton, Florida, 33431, or such other location as may be hereafter determined by the
            Management Committee.


            
                      Section
            1.6     Domestic Registered Agent and Registered
            Office. The name of the Company’s registered agent for service of process in
            Delaware and its registered office in Delaware shall be The Corporation Services
            Company, at 2711 Centerville Road, Suite 408, Wilmington, DE 19808, on whose records
            shall be shown that notice to the Company is to be sent to (A) Big Cedar, L.L.C., 2500
            East Kearney Street Springfield, Missouri 65898, Attention: General Counsel; and (B)
            Bluegreen Corporation, 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431,
            Attn: General Counsel; provided, however, the Management Committee may
            change such registered agent and/or registered office, at any time, by making all
            appropriate filings.


            
                      Section
            1.7     Foreign Agents and Registered Office. The
            Management Committee shall (A) take or cause to be taken all action necessary to
            register the Company as a foreign limited liability company authorized to transact
            business in other states (collectively, the “Foreign States”) if
            any, as the conduct of the Company’s business so requires; and (B) select and
            cause the Company to maintain resident or registered agents and offices in each of the
            Foreign States


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            where the
            maintenance of the same is required by applicable Law, and may change such agents
            and/or offices, at any time by making all appropriate filings.


            
                      Section
            1.8     Certain Definitions. As used herein, the
            following terms have the following meanings:


            
                                   (A)     “
            Act” means the Delaware Limited Liability Company Act, 6 DEL.C§18-101,
            et. seq., as the same may be supplemented, amended or modified.


            
                                   (B)     “
            Adjusted Capital Account” means, with respect to any Member, the balance in
            such Member’s Capital Account as of the end of the relevant Fiscal Year, after
            giving effect to the following adjustments:


            
                                              (1)       credit
            to such Capital Account any amounts that such Member is obligated to restore to the
            Company pursuant to this Agreement or is deemed obligated to restore pursuant to
            Treasury Regulation § 1.704-1(b)(2)(ii)(c) or the penultimate sentence of each of
            Treasury Regulation §§ 1.704-2(g)(1) and 1.704-2(i)(5); and


            
                                              (2)       debit
            to such Capital Account such Member’s share of the items described in Treasury
            Regulation §§ 1.704-1(b)(2)(ii)(d)(4), (5) and (6)


            
                                The
            foregoing definition of Adjusted Capital Account is intended to comply with the
            provisions of Treasury Regulation § 1.704-1(b)(2)(ii)(d) and shall be interpreted
            and applied consistently therewith.


            
                                   (C)     “
            Affiliate,” as to any Person means (1) any other Person directly or
            indirectly through one or more intermediaries controlling, controlled by or under
            common control with such Person, or (2) a trust which has as its principal income
            beneficiaries or remaindermen such Person and/or a member or members of such
            Person’s Immediate Family. The terms “controlling,”
            “controlled” and “common control with” mean the ability, by
            ownership of voting securities or otherwise, directly or indirectly, to direct the
            managerial and operating policies of a Person. “Affiliated” shall
            have a corresponding meaning. For purposes of Section 7.7, Affiliates of BCLLC
            shall not include Tracker Marine, L.L.C., a Missouri limited liability company, and its
            subsidiaries or Tracker Marine Retail, LLC, a Delaware, LLC, and its subsidiaries.
            Affiliates of Bluegreen shall include any Affiliate of Bluegreen or any entity that is
            controlled directly or indirectly by BFC Financial Corporation, provided,
            however, for purposes of Section 2.6, Section 7.6 and Article
            8, Affiliates of Bluegreen shall only include Bluegreen Corporation and any
            controlled subsidiary of Bluegreen Corporation.


            
                                   (D)     “
            Agreement” means this Agreement, as amended from time to time as herein
            provided.”


            
                                   (E)     “
            Bankruptcy Event” means, with respect to any Person, (i) the commencement by
            such Person of a voluntary case under, or the consent by such Person to the entry of an
            order for relief in an involuntary case under, any bankruptcy, insolvency, fraudulent
            conveyance, reorganization, moratorium or other similar Law now or hereafter in effect,
            or (ii) the consent by such Person to the appointment of, or taking possession by, a
            receiver, custodian, liquidator, assignee, trustee or sequestrator (or other similar
            official) of such Person or


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            of any
            substantial part of its assets, or (iii) the making of a general assignment by such
            Person generally to pay its debts as they benefit creditors, or (iv) the admission in
            writing of such Person of its inability to pay its debts as they become due in the
            ordinary course of business, or (v) the adoption of a resolution by its directors or
            shareholders (or analogous managers or equity owners) in furtherance of any of the
            foregoing, or (vi) the entry by a court of competent jurisdiction of a decree or order
            for relief in respect of such Person in an involuntary case under any bankruptcy,
            insolvency, fraudulent conveyance, reorganization, moratorium or other similar Law now
            or hereafter in effect and the continuance of such decree or order unstayed and in
            effect for a period of ninety (90) days, or (vii) the appointment of a receiver,
            examiner, custodian, liquidator, assignee, trustee or sequestrator (or other similar
            official) of such Person or of any substantial part of its assets, not dismissed within
            ninety (90) days, or (viii) the ordering of the winding up or liquidation of its
            affairs, or conversion of a pending reorganization proceeding into a proceeding under
            Chapter 7 of the Bankruptcy Code or other proceeding to liquidate or otherwise dispose
            of a substantial part of such Person’s properties.


            
                                   (F)     “
            BC” means Bluegreen Corporation, a Massachusetts corporation, and the sole
            shareholder of Bluegreen.


            
                                   (G)     “
            BCLLC” means Big Cedar, L.L.C. a Missouri limited liability company, or its
            permitted assignee.


            
                                   (H)     “
            Big Cedar Lodge” means that certain hotel facility known as the Big Cedar
            Lodge at Ridgedale, located in Taney County, Missouri, which as of the date hereof is
            owned and operated by BCLLC.


            
                                   (I)     “
            Big Cedar Owners’ Association” means Big Cedar Resort Club Owners
            Association, Inc., a Missouri not for profit corporation.


            
                                   (J)     “
            Big Cedar Timeshare Project” means that certain timeshare project developed
            by the Company, inclusive of Original Project and the Building 3000 Project, located
            contiguous to the Big Cedar Lodge in Taney County, Missouri, which timeshare project is
            located on the Big Cedar Timeshare Property.


            
                                   (K)     “
            Big Cedar Timeshare Property” means that certain property described on
            Exhibit B hereto, on which the Big Cedar Timeshare Project is located or to be
            located.


            
                                   (L)     “
            Bluegreen” means Bluegreen Vacations Unlimited, Inc., a Florida corporation,
            or its permitted assignee.


            
                                             “
            Bluegreen Vacation Club” means that certain vacation club operated by
            Bluegreen, which was initially filed pursuant to Florida Statutes Chapter 721 (The
            Florida Vacation Plan and Timesharing Act), and is identified in accordance with such
            registration as the Bluegreen Vacation Club.


            
                                  (M)     “
            Building 3000 Project” means that certain portion of the Big Cedar Timeshare
            Project currently referred to as “Building 3000”, which has been approved
            by the Members and as further described in the Business Plan attached hereto as
            Exhibit F.


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                                   (N)     “
            Business Property” means all property, assets and interests (whether real or
            personal, tangible or intangible) owned or held from time to time by the Company,
            including without limitation the Big Cedar Timeshare Property and the Red Rock Bluff
            Property.


            
                                   (O)     “
            Capital Account” means the separate capital account maintained for each
            Member on the Company’s books and records as provided in Section
            2.3.


            
                                   (P)     “
            Capital Contribution” means with respect to any Member, the amount of money
            and the Gross Asset Value of any property (other than money) contributed by such Member
            to the Company.


            
                                   (Q)     “
            Code” means the Internal Revenue Code of 1986, as amended from time to
            time.


            
                                   (R)     “
            Cumulative Loan Return” means:


            
                                              (1)          with
            respect to a Member’s Unreturned Member Loan for any Member Loan made by a Member
            with the other Member’s consent or pursuant to Section 2.2(B), whereby
            both Members make such Member Loan in proportion to their Percentage Interest, or the
            Member Loan described in Section 6.9(B)(3), a cumulative rate of return equal to
            the average prime rate, as published in the Wall Street Journal, plus 1%, compounded
            annually and taking proper account of the amount and timing of (i) each such Member
            Loan and (ii) any distributions made to such Member under Sections 3.1(A) and
            (B); and


            
                                              (2)          with
            respect to a Member’s Unreturned Member Loan for any Member Loan made by a Member
            as a result of the other Member failing to make an agreed Additional Capital
            Contribution or Member Loan in proportion to its Percentage Interest, a cumulative rate
            of return equal to the average prime rate, as published in the Wall Street Journal,
            plus 5%, compounded annually and taking proper account of the amount and timing of (i)
            each such Member Loan and (ii) any distributions made to such Member under Sections
            3.1(A) and (B).


            
                                   (S)      “
            Depreciation” means, for each Fiscal Year or other period, an amount equal to
            the depreciation, amortization or other cost recovery deduction allowable for federal
            income tax purposes with respect to an asset for such period; provided, if the
            Gross Asset Value of an asset differs from its adjusted basis for federal income tax
            purposes at the beginning of such period, Depreciation shall be (1) an amount that
            bears the same ratio to such beginning Gross Asset Value as the federal income tax
            depreciation, amortization or other cost recovery deduction for such period bears to
            such beginning adjusted tax basis or (2) if the federal income tax depreciation,
            amortization or other cost recovery deduction for such period is zero, an amount with
            reference to such beginning Gross Asset Value using any reasonable method selected by
            the Management Committee ; provided further, if the remedial allocation method
            described in Treasury Regulation § 1.704-3(d) is used to take account of the
            difference between an asset’s Gross Asset Value and its adjusted tax basis,
            Depreciation shall be determined in accordance with Treasury Regulation §
            1.704-3(d)(2).


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                                   (T)     “
            Field Operating Profit” means Net Sales Volume less costs of sales and all
            operating expenses, excluding the Brand Licensing Fee and the Marketing Fee. Field
            Operating Profit is exclusive of income taxes and any financing income or
            expenses.


            
                                   (U)     “
            Fractional Interest Development” shall mean a Resort Interest Program in
            which the interests that are conveyed to purchasers are in increments of time that are
            greater than or equal to six weeks per year.


            
                                   (V)     “
            Governmental Entity” means any government or any governmental agency,
            ministry, authority, bureau, board, commission, department, political subdivision or
            court, whether federal, state, provincial, municipal, or local, domestic or
            foreign.


            
                                   (W)     “
            Gross Asset Value” means, with respect to any asset of the Company, the
            asset’s adjusted basis for federal income tax purposes as of the relevant date,
            except as follows:


            
                                               (1)        The
            initial Gross Asset Value of any asset contributed by a Member to the Company shall be
            the gross fair market value of such asset on the date of contribution, as determined by
            the Management Committee.


            
                                              (2)        The
            Gross Asset Value of all Company assets shall be adjusted (at the election of the
            Management Committee ) to equal their respective gross fair market values, as
            determined by the Management Committee, (a) upon the occurrence of any of the events
            described in Treasury Regulation § 1.704-1(b)(2)(iv)(f)(5) and (b) at such other
            times as the Management Committee may reasonably determine necessary or advisable in
            order to comply with Treasury Regulation §§ 1.704-1(b) and
            1.704-2.


            
                                              (3)        The
            Gross Asset Value of any Company asset distributed to a Member shall be equal to the
            gross fair market value of such asset on the date of distribution as determined by the
            Management Committee.


            
                                              (4)        The
            Gross Asset Value of any Company asset with respect to which an adjustment to tax basis
            has occurred by reason of application of Code Section 734(b) or 743(b) shall be
            increased or decreased only if such adjustment is required to be taken into account in
            determining Capital Accounts pursuant to Treasury Regulation §
            1.704-1(b)(2)(iv)(m); provided, the Gross Asset Value shall not be adjusted
            pursuant to this subsection (4) to the extent that an adjustment pursuant to subsection
            (2) above is made in connection with a transaction that would otherwise result in an
            adjustment pursuant to this subsection (4).


            
                                              (5)        If
            the Gross Asset Value of an asset is not equal to its adjusted tax basis for federal
            income tax purposes, such Gross Asset Value shall be adjusted by the Depreciation taken
            into account with respect to such asset for purposes of computing Profits and Losses
            and other items allocated pursuant to Article 4.


            
                                   (X)     “
            Immediate Family” means, with respect to any Person, the parents, siblings,
            spouse and lineal descendants, spouses of such lineal descendants and any trust for the
            benefit of, or the legal representative of, any of the preceding persons, or any
            partnership substantially all of the partners of which are one or more of such persons
            or the Person or any


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            limited
            liability company substantially all of the members of which are one or more of such
            persons or the Person.


            
                                   (Y)     “
            Law” means any federal, state, provincial, municipal, or local, domestic or
            foreign, constitutional provision, statute, law (including, without limitation, any
            common law), ordinance, by-law, rule, code, guideline, standard, regulation, Permit,
            decree, injunction, judgment, order or legally binding ruling, determination, finding,
            directive or writ of any Governmental Entity.


            
                                   (Z)     “
            Marketing Agreement” shall mean that certain Amended and Restated Marketing
            and Promotions Agreement, dated as of the date hereof, by and among Bass Pro, Inc.,
            BCLLC, Bluegreen and the Company.


            
                                   (AA)     “
            Membership Interest” means the limited liability company interest of a Member
            in the Company, including such Member’s rights to distributions (liquidating or
            otherwise) and allocations, together with the duties and obligations of such Member to
            comply with this Agreement. Membership Interests shall be personal property for all
            purposes.


            
                                   (BB)     “
            Net Sales Volume” shall mean the dollar amount of annual sales of timeshare
            interests at the Timeshare Projects recognizable in accordance with United States
            generally accepted accounting principles, which include among other things, deferrals
            or reductions in sales of timeshare interests for purchaser rescissions, equity trade
            allowance, cancellations and provision for defaults.


            
                                   (CC)     “
            Operating Proceeds” for the applicable period means all gross cash receipts
            from operations of the Company during such period (excluding Dissolution Proceeds but
            including borrowed monies and funds released from reserves by the Management Committee,
            in its discretion, for previously established reasons), less the following costs and
            expenses (to the extent as determined by the Management Committee not paid from
            reserves) and other items paid during such period: (1) operational cash disbursements
            and cash operating expenses; (2) current interest, principal and debt service paid on
            any indebtedness of the Company; (3) cash expenditures for capital improvements and
            other capital items; and (4) a reasonable allowance for reserves, contingencies and
            anticipated obligations as determined by the Management Committee; provided,
            Operating Proceeds shall not include any cash arising from refinancing of
            debt.


            
                                   (DD)     “
            Percentage Interest” means, with respect to a Member, the percentage set
            forth opposite such Member’s name on Exhibit A hereto, as may be updated
            from time to pursuant to Section 2.1.


            
                                   (EE)     “
            Permit” means any license, permit, registration, concession, franchise,
            certificate of authority or order, certificate of occupancy, certificate of approval,
            approval, authorization or any waiver of the foregoing, issued by any Governmental
            Entity.


            
                                   (FF)     “
            Person” means an individual, partnership, corporation, limited liability
            company, trust, governmental entity or other association.


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                                   (GG)     “
            Profits” and “Losses” means, for each Fiscal Year or other
            period, an amount equal to the Company’s taxable income or loss for such period
            determined in accordance with Code Section 703(a) (for this purpose, all items of
            income, gain, loss, deduction or credit required to be stated separately pursuant to
            Code Section 703(a)(1) will be included in taxable income or loss), with the following
            adjustments:


            
                                                 (1)        Any
            income of the Company that is exempt from federal income tax and not otherwise taken
            into account in computing Profits or Losses pursuant to this definition of Profits and
            Losses shall increase the amount of such income or decrease the amount of such
            loss;


            
                                                 (2)        Any
            expenditure of the Company described in Code Section 705(a)(2)(B) or treated as such
            pursuant to Treasury Regulation § 1.704-1(b)(2)(iv)(i), and not otherwise taken
            into account in computing Profits or Losses pursuant to this definition shall decrease
            the amount of such income or increase the amount of such loss;


            
                                                 (3)        Gain
            or loss resulting from any disposition of Company asset with respect to which gain or
            loss is recognized for federal income tax purposes shall be computed with reference to
            the Gross Asset Value of the asset disposed of, rather than the adjusted tax basis of
            such assets;


            
                                                 (4)        In
            lieu of the depreciation, amortization and other cost recovery deductions taken into
            account in computing such income or loss, Depreciation for such period shall be taken
            into account;


            
                                                 (5)        To
            the extent an adjustment to the adjusted tax basis of any asset included in Company
            assets pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to
            Treasury Regulation § 1.704-1(b)(2)(iv)(m) to be taken into account in determining
            Capital Accounts as a result of a distribution other than in liquidation of a
            Membership Interest, the amount of such adjustment will be treated as an item of gain
            (if the adjustment increases the basis of the asset) or loss (if the adjustment
            decreases the basis of the asset) from the disposition of the asset and will be taken
            into account for the purposes of computing Profits and Losses;


            
                                                 (6)        If
            the Gross Asset Value of any Company asset is adjusted in accordance with subsection
            (2) or subsection (3) of the definition of “Gross Asset Value,” the amount
            of such adjustment shall be taken into account in the taxable year of such adjustment
            as gain or loss from the disposition of such asset for purposes of computing Profits or
            Losses; and


            
                                                 (7)        Notwithstanding
            any other provision of this definition, any items that are specially allocated pursuant
            to Section 4.2 shall not be taken into account in computing Profits or
            Losses.


            
                                    The
            amounts of the items of Company income, gain, loss or deduction available to be
            specially allocated pursuant to Section 4.2 hereof will be determined by
            applying rules analogous to those set forth in this definition of Profits and
            Losses.


            
                                    (HH)    “
            Proprietary Information” – means: (a) all confidential or proprietary
            information of the Company, any Affiliate of the Company, a Member or any Affiliate of
            a


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            Member,
            including business plans and strategies, financial information regarding the
            Company’s and its Affiliates’ businesses, customers, assets, contracts,
            accounts, books and relationships disclosed to or otherwise received by any Member or
            any of its Affiliates or representatives; and (b) any portion of any notes, analyses,
            compilations, studies, interpretations or other documents prepared by any Member or any
            of its Affiliates or representatives to the extent the same contain, reflect, are
            derived from, or are based upon, any of the information described in clause
            (a).


            
                                (II)     “
            Red Rock Bluff Property” means that certain property, more particularly
            described in Exhibit C hereto and incorporated herein by this reference,
            purchased by the Company for the development of the Red Rock Bluff Timeshare
            Project.


            
                                (JJ)     “
            Red Rock Bluff Timeshare Project” means that certain timeshare project to be
            developed on the Red Rock Bluff Property by the Company in accordance with the terms
            hereof.


            
                                (KK)    “
            Resort Interest Program” shall mean any form of timeshare, interval interest,
            timeshare exchange, undivided interest program, timeshare club membership, points-based
            program, or occupancy program, whereby the use, occupancy or possession of real
            property or real property improvements has been made subject to a conveyance, use or
            occupancy or possession right, which circulates among purchasers according to a first
            come, first serve reservation system, or a floating or fixed time schedule on a
            periodic, re-occurring basis, over any period of time in excess of one (1) year in
            duration.


            
                                (LL)     “
            Timeshare Projects” shall mean collectively the Big Cedar Timeshare Project
            and the Red Rock Bluff Timeshare Project, together with such other Resort Interest
            Programs as may be owned, developed and sold by the Company as determined by the
            Members from time to time.


            
                                (MM)    “
            Treasury Regulation” means the final or temporary income tax regulation
            promulgated under the Code, as such regulations may be amended from time to
            time.


            
                                (NN)     “
            Unreturned Member Loan” means, with respect to a Member as of any relevant
            determination date, the excess (if any) of (1) the aggregate amount of such
            Member’s Member Loans calculated on a net basis (i.e., net of any liabilities
            assumed by the Company or secured by any property contributed to the Company or secured
            by any property contributed to the Company in connection with any Member Loan) over (2)
            the aggregate amount of distributions previously made to such Member pursuant to
            Section 3.1(B).


            
                      Section
            1.9     Other Defined Terms. Each of the following
            terms shall have the meaning assigned to such term in the Section indicated:


            	
                         

                    	
                         

                    	
                         

                    
	
                        Other
                        Defined Terms

                    
	
                        

                    
	
                        
                        Term

                    	
                         

                    	
                        
                        Section

                    
	
                        

                    	
                        

                    	
                        

                    
	
                        Additional Capital
                        Contributions

                    	
                         

                    	
                        2.2(A)

                    
	
                        Annual
                        Budget

                    	
                         

                    	
                        6.9(C)

                    
	
                        Approved
                        Agreements

                    	
                         

                    	
                        7.4

                    
	
                        Bluegreen
                        CEO

                    	
                         

                    	
                        10.7(C)

                    



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                        BP/Tracker
                        Competitor

                    	
                         

                    	
                        7.6(A)

                    
	
                        Brand Licensing
                        Fee

                    	
                         

                    	
                        7.10(B)

                    
	
                        Business

                    	
                         

                    	
                        1.4(A)

                    
	
                        Business
                        Plan

                    	
                         

                    	
                        6.9(C)

                    
	
                        CEOs

                    	
                         

                    	
                        10.7(C)

                    
	
                        Company

                    	
                         

                    	
                        Recitals

                    
	
                        Company RFC
                        Financing

                    	
                         

                    	
                        2.6

                    
	
                        Debtor
                        Party

                    	
                         

                    	
                        3.4(B)

                    
	
                        Disproportionate
                        Losses

                    	
                         

                    	
                        4.1(B)(2)

                    
	
                        Dissociating
                        Member

                    	
                         

                    	
                        9.2(A)

                    
	
                        Dissociation
                        Event

                    	
                         

                    	
                        9.1(A)(4)

                    
	
                        Dissolution
                        Proceeds

                    	
                         

                    	
                        9.3(B)

                    
	
                        Dissolution
                        Reserves

                    	
                         

                    	
                        9.3(B)(3)

                    
	
                        Effective
                        Date

                    	
                         

                    	
                        Recitals

                    
	
                        Fiscal
                        Year

                    	
                         

                    	
                        5.2

                    
	
                        Foreclosure
                        Conveyance

                    	
                         

                    	
                        2.6(C)

                    
	
                        Foreign
                        States

                    	
                         

                    	
                        1.7(A)

                    
	
                        Future Big Cedar
                        Amenities

                    	
                         

                    	
                        6.9(A)(1)

                    
	
                        General
                        Manager

                    	
                         

                    	
                        6.4

                    
	
                        Liquidation
                        Event

                    	
                         

                    	
                        9.1(A)

                    
	
                        Management
                        Committee

                    	
                         

                    	
                        6.1(A)

                    
	
                        Manager

                    	
                         

                    	
                        6.1(A)

                    
	
                        Marketing
                        Fee

                    	
                         

                    	
                        7.10(B)

                    
	
                        Master Use and
                        Development Plan

                    	
                         

                    	
                        6.9(B)(8)

                    
	
                        Member
                        Party

                    	
                         

                    	
                        6.12(A)

                    
	
                        Member
                        Loan

                    	
                         

                    	
                        2.2(A)

                    
	
                        Members

                    	
                         

                    	
                        Recitals

                    
	
                        Original Operating
                        Agreement

                    	
                         

                    	
                        Recitals

                    
	
                        Original
                        Project

                    	
                         

                    	
                        Recitals

                    
	
                        
                        Participate

                    	
                         

                    	
                        7.8(A)

                    
	
                        Participation Offer
                        Notice

                    	
                         

                    	
                        7.8(C)

                    
	
                        Proposed
                        Project

                    	
                         

                    	
                        7.8(A)

                    
	
                        Red Rock Bluff
                        Business Plan

                    	
                         

                    	
                        6.9(B)(1)

                    
	
                        Regulatory
                        Allocations

                    	
                         

                    	
                        4.2(D)

                    
	
                        Repayment
                        Date

                    	
                         

                    	
                        2.6(E)

                    
	
                        Restricted
                        Area

                    	
                         

                    	
                        7.6(C)(1)

                    
	
                        RFC

                    	
                         

                    	
                        2.6

                    
	
                        RFC Loan

                    	
                         

                    	
                        2.6

                    
	
                        Tax
                        Distributions

                    	
                         

                    	
                        3.2(A)

                    
	
                        Timeshare Owner
                        Use

                    	
                         

                    	
                        
                        7.10(D)(1)

                    
	
                        Transfer

                    	
                         

                    	
                        8.1(A)

                    
	
                        Winding-Up
                        Member

                    	
                         

                    	
                        9.3(B)

                    



            
                      Section
            1.10     References; Pronouns; Headings. Except as
            otherwise specifically indicated, all references to Section, Subsection or Article
            numbers refer to Sections, Subsections


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            and Articles of
            this Agreement and all references to Exhibits refer to the Exhibits attached hereto.
            The words “include,” “includes,” and “including”
            shall be deemed to be followed by the phrase “without limitation.” The
            words “herein,” “hereof,” “hereunder,” and similar
            terms shall refer to this Agreement, unless the context otherwise requires. Captions
            contained in this Agreement in no way define, limit or extend the scope or intent of
            this Agreement. The definitions set forth in Section 1.8 and Section 1.9
            shall apply equally to both the singular and plural forms of the terms defined.
            Whenever the context may require, any pronoun used herein shall include the
            corresponding masculine, feminine, and neuter forms.


            ARTICLE
            2.     CAPITAL ACCOUNTS AND CONTRIBUTIONS; MEMBER
            LOANS


            
                      Section
            2.1     Capital Contributions. On or prior to the
            Effective Date, each of the Members made Capital Contributions to the Company as set
            forth on Exhibit A hereto. The Management Committee shall update Exhibit
            A from time to time to reflect any Additional Capital Contributions and any Member
            Loans made by the Members, any change in the Members’ relative Percentage
            Interests, the admission of any additional Members, the Transfer of any Membership
            Interest and any other relevant events.


            
                      Section
            2.2     Additional Capital Contributions; Additional
            Membership Interests.


            
                                (A)           Notwithstanding
            any other provision in this Agreement, and subject to Section 2.2(B), no
            additional Capital Contributions (“Additional Capital
            Contributions”) shall be permitted or required to be made by any Member
            except as unanimously agreed by the Members. The Members contemplate that any
            Additional Capital Contributions will be made in accordance with the Members’
            then relative Percentage Interests; provided, the Members hereby agree that any
            loans by Member to the Company and/or if any Additional Capital Contribution made by a
            Member exceeds its proportionate share, the amount of such excess or loans shall be a
            “Member Loan” entitled to the preferences and priorities set forth
            in this Agreement.


            
                                (B)           Additional
            Capital Contributions or a Member Loan are permitted to be made without unanimous
            agreement of the Members only to enable the Company to satisfy a then-existing
            contractual obligation that it would otherwise be unable to satisfy. Prior to any
            Additional Capital Contribution or Member Laon being made pursuant to this Section
            2.2(B), the Member proposing to make such Additional Capital Contribution or a
            Member Loan shall deliver written notice to the other Member, and give such Member the
            opportunity to make a portion of such Additional Capital Contribution or a Member Loan
            in accordance with such Member’s relative Percentage Interest. The repayment of
            Member Loans shall be first applied to Cumulative Loan Return, then to principle amount
            of Member Loans. Member Loans shall be repaid as provided in Sections 3.1 and 4.3 and
            to the extent not previously repaid as provided above, shall be repaid in full
            (including any Cumulative Loan Return) upon the later of 12 months after such Member
            Loan is made and demand by the Member to the Company.


            
                                (C)           Additional
            Membership Interests may be created and issued to existing Members or to other Persons,
            and such other Persons may be admitted to the Company as Members, in each case only
            upon approval of all of the Members on such terms and conditions as the Members may
            unanimously determine in their sole discretion. The provisions of this


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            Section
            2.2(C) shall not apply to Transfers of Membership Interests or admissions of
            transferees in connection therewith, such matters being governed by Article 8 of
            this Agreement.


            
                      Section
            2.3     Capital Accounts.


            
                                (A)        The
            Company shall maintain on its books a Capital Account for each Member in accordance
            with this Section 2.3. At any time, each Member’s Capital Account shall be
            equal to (1) such Member’s Capital Contributions, plus (2) such
            Member’s allocable share of Profits and any items in the nature of income or gain
            that are specially allocated to such Member pursuant to Section 4.2, plus
            (3) the amount of any Company liabilities assumed by such Member or that are secured by
            any property distributed to such Member, minus (4) the amount of cash and the
            Gross Asset Value of any Company asset other than cash distributed to such Member,
            minus (5) such Member’s allocable share of Losses and any other items in
            the nature of deductions or losses that are specially allocated to such Member pursuant
            to Section 4.2, and minus (6) the amount of any liabilities of such
            Member assumed by the Company or that are secured by any property contributed by such
            Member to the Company. The Members agree and acknowledge that their respective Capital
            Account balances as of November 30, 2007 are as set forth in Exhibit A
            hereto.


            
                                (B)        If
            any Member transfers all or a portion of its Membership Interest in accordance with the
            terms of this Agreement, the transferee shall succeed to the Capital Account of the
            transferor to the extent such Capital Account relates to the portion of the Membership
            Interest so transferred.


            
                                (C)        In
            determining the amount of any liability for purposes of Section 2.3(A), Code
            Section 752(c) and any other applicable provisions of the Code and Treasury Regulations
            will be taken into account.


            
                                (D)        This
            Section 2.3 and the other provisions of this Agreement relating to the
            maintenance of Capital Accounts are intended to comply with Treasury Regulation
            §§ 1.704-1(b) and 1.704-2 and shall be interpreted and applied consistently
            therewith. In the event that the Management Committee shall unanimously determine that
            it is prudent to modify the manner in which the Capital Accounts, or any credits or
            debits thereto, are computed in order to comply with such Treasury Regulations, the
            Management Committee (consenting or voting unanimously only) may make such
            modification, provided it is not likely to have a material effect on the amounts
            distributable to any Member upon the dissolution of the Company.


            
                                (E)        The
            treatment of Member Loans and interest thereon shall be treated in accordance with
            applicable Laws and the Treasury Regulations, and such treatment shall be reflected in
            the determination of Profits, Losses, and Capital Accounts.


            
                      Section
            2.4     Negative Capital Accounts. Notwithstanding
            anything to the contrary in this Agreement, no Member shall be required to make a
            Capital Contribution to the Company to restore a negative Capital Account on
            dissolution of the Company or otherwise.


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                      Section
            2.5     Certain Limitations.


            
                                (A)        Except
            as provided in the Agreement, no Member shall (1) be entitled to demand or receive the
            return of, all or any portion of such Member’s Capital Contributions or Capital
            Account balance, (2) be entitled to receive any interest or preferred return on its
            Capital Contributions or Capital Account balance, (3) have any priority over other
            Members as to distributions or (4) the right to withdraw any part of its Capital
            Contribution from the Company prior to its liquidation and termination pursuant to
            Article 9 hereof. Any unreturned Capital Contribution is not a liability of the
            Company or of any Member, and no Member is required to contribute or to lend any cash
            or property to the Company to enable the Company to return any Member’s Capital
            Contributions.


            
                                (B)        The
            rights and obligations of the Members under this Article 2 are for the exclusive
            benefit of the Members, and no creditor or other Person having dealings with the
            Company shall have any right or claim hereunder.


            
                                (C)        Each
            Member hereby waives any right of partition and all other rights otherwise available to
            such Member to sever its relationship with the Company or its interest in Company
            assets from the interests of other Members.


            
                                (D)        Each
            Member hereby agrees that no Member shall have any appraisal rights under Section
            18-210 of the Act.


            
                                (E)        Except
            as otherwise provided in this Agreement, or as may be provided in any separate
            agreement between the Company and a Member or an Affiliate of a Member, each Member
            shall bear its own costs and expenses in dealings with the Company.


            
                      Section
            2.6     RFC Loan. The Members acknowledge and agree
            that (i) the Company has obtained financing (the “Company RFC
            Financing”) under a master line of credit (the “RFC Loan”)
            obtained by Bluegreen from Residential Funding Company, LLC (“RFC”);
            (ii) BC has guaranteed the Company’s payment and performance of the Company RFC
            Financing; and (iii) certain provisions of the RFC Loan may permit RFC to foreclose on
            certain Business Property if Bluegreen or its Affiliates default under a portion of the
            RFC Loan other than the Company RFC Financing. In connection with the Company RFC
            Financing, the Members agree that:


            
                                (A)        Bluegreen
            shall have the right to amend or modify the RFC Loan in such manner as it determines in
            its sole and absolute discretion; provided, any modification of the Company RFC
            Financing shall be subject to the prior written approval of BCLLC, and provided
            further that any amendment or modification of the Company RFC Financing that would
            have a material adverse effect on the Company or BCLLC shall require the prior written
            approval of BCLLC recognizing that Bluegreen shall be responsible for all other
            obligations in connection with the RFC Loan other than with respect to the Company RFC
            Financing.


            
                                (B)        In
            the event BC is required to pay any liability of the Company in connection with the
            Company RFC Financing or other financing transaction that has been approved by both
            Members pursuant to BC’s guarantee thereof, if any, then such payment shall be
            treated as a Member Loan and BCLLC shall reimburse BC for a percentage of such
            liability


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            equal to
            BCLLC’s Percentage Interest. Upon delivery of written notice from BC to the
            Company and BCLLC that any amounts due from BCLLC to BC pursuant to this Section
            2.6(B) are more than fifteen (15) days overdue, which notice shall set forth the
            amounts due and include evidence of payment to RFC (or other lender in the case of
            another financing that has been approved by both Members) by BC, the Company shall pay
            any distributions (other than Tax Distributions) otherwise payable to BCLLC, directly
            to BC until the aggregate amount of such distributions equals the amount (principal and
            interest) due from BCLLC to BC pursuant to this Section 2.6(B), and Bluegreen or
            BC shall be entitled to offset against any monies owed to BCLLC or its Affiliates any
            sums owed by BCLLC to BC, Bluegreen or the Company.


            
                                (C)        In
            the event that RFC forecloses on any Business Property for any reason other than a
            Company default under the Company RFC Financing, then Bluegreen and BC shall be
            obligated, jointly and severally, to pay to BCLLC, on the date that as a result of such
            foreclosure the Company Property is sold, foreclosed, or otherwise conveyed by the
            Company (a “Foreclosure Conveyance”), 49% of the greater of: (i) the
            fair market value of such Company Property, as determined at the time of such
            Foreclosure Conveyance; and (ii) the sale price of such Company Property in a
            Foreclosure Conveyance.


            
                                (D)        The
            Company shall use its reasonable best efforts to comply with all terms and provisions
            of the RFC Loan.


            
                                (E)        The
            Members acknowledge and agree that in the event the Company does not for any reason pay
            off the Company RFC Financing on or before such RFC Financing is required to be paid
            off pursuant to its terms (the “Repayment Date”), then the Members
            shall, (i) pro rata and in accordance with their respective Percentage Interests, make
            an Additional Capital Contribution on or before the Repayment Date sufficient to enable
            the Company to pay off the Company RFC Financing and (ii) cause the Company to take
            such other actions as are reasonably required to pay off the Company RFC Financing on
            or before the Repayment Date. If either member fails to make its Additional Capital
            Contribution required pursuant to this Section 2.6(E), the other Member shall be
            entitled to contribute such amount to the Company as an agreed Member Loan.


            
                      Section
            2.7     Other Loans by Members or Affiliates. No Member
            shall be required to make any loans or otherwise lend any funds to the Company;
            provided, subject to obtaining any requisite approvals required under this
            Agreement for the Company to borrow funds, any Member or its Affiliate may (but shall
            not be obligated to) at any time, upon approval of the Management Committee, loan money
            or guarantee a loan to the Company to finance Company operations, to finance or
            refinance any assets of the Company, to pay the debts and obligations of the Company,
            or for any other Company purpose. Notwithstanding the foregoing, the Company may incur
            payables or receivables to or from the Members in connection with transactions in the
            ordinary course of business for any services provided or goods acquired or sold,
            provided, such payables shall not be treated as Member Loans and
            provided, further, that the Member so engaging in transactions with or on behalf
            of the Company shall provide to the other Member a monthly accounting of all such
            transactions. If any Member or its Affiliate lends funds or guarantees a loan of funds
            to the Company as provided in this Section 2.7, such Member or Affiliate shall
            be entitled to receive interest on such loan, and shall be entitled to receive a fee
            for guaranteeing any such loan, as may be agreed upon by the Members on behalf of the
            Company.


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                      Section
            2.8     Accounting. Notwithstanding anything to the
            contrary in this Agreement, the Company shall prepare and maintain its financial
            statements in accordance with generally accepted accounting principles.


            ARTICLE
            3.     DISTRIBUTIONS


            
                      Section
            3.1     Distributions of Operating Proceeds. Except as
            provided in Section 3.2 (regarding Tax Distributions) and Article 9
            (regarding liquidating distributions), Operating Proceeds shall by distributed to the
            Members at such times as the Management Committee shall determine (but not less
            frequently than annually) in accordance with the following priorities:


            
                                (A)        First,
            to the Members having made Member Loans, in proportion and to the extent of each such
            Member’s unpaid Cumulative Loan Return;


            
                                (B)        Second,
            to the Members having made Member Loans, in proportion and to the extent of each such
            Member’s Unreturned Member Loan; and


            
                                (C)        Thereafter,
            to the Members in accordance with their Percentage Interests.


            
                      Section
            3.2     Tax Distributions.


            
                                (A)        Other
            than at liquidation of the Company, if and to the extent there are Operating Proceeds,
            the Management Committee shall cause the Company to make quarterly distributions
            (“Tax Distributions”) to the Members for the purpose of enabling
            them to pay federal, state and local taxes on their respective distributive shares of
            the aggregate net taxable income of the Company. Tax Distributions shall be made by the
            Company at the appropriate times to allow the Members to make their estimated tax
            payments. Subject to Section 3.2(B), the amount of Tax Distributions shall be
            equal to: (i) the cumulative net taxable income of the Company for the Fiscal Year (as
            estimated by the Management Committee), net of previously unrecouped tax losses of the
            Company, multiplied by (ii) a benchmark rate reflecting a composite federal, state and
            local income tax rate for the Members. The initial benchmark rate shall be 41%. The
            Management Committee may adjust the benchmark rate to reflect the then current status
            of the ordinary income and capital gains tax rates of the Code or other applicable
            Law.


            
                                (B)        The
            amount of Tax Distributions made in any fiscal quarter will be reduced to take into
            account any distributions previously made during such fiscal year pursuant to
            Section 3.1. If Operating Proceeds are not sufficient to satisfy the required
            Tax Distributions for a particular quarter, the Company will make up such deficit out
            of Operating Proceeds in future periods. If the total amount of Tax Distributions paid
            to the Members for a Fiscal Year exceeds the benchmark rate multiplied by the actual
            net taxable income of the Company for such Fiscal Year, the Tax Distributions for
            subsequent periods will be reduced by the amount of such overpayment.


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                      Section
            3.3     Distributions to be Made in Cash. All
            distributions (including Tax Distributions) to the Members shall be made in cash, and
            no Member shall have any right to demand and receive property other than cash as
            provided in this Agreement. In no event shall any Member be compelled or permitted to
            accept a distribution of any property other than cash from the Company. If the Members
            unanimously determine that the Company should make an in-kind distribution of Company
            property to one or more Members, such Company property shall be distributed to the
            Members in accordance with this Article 3 and Article 9, based on the
            fair market value of such property as determined by the Members.


            
                      Section
            3.4     Withholding and Offset.


            
                                (A)        The
            Company is authorized to deduct and withhold from distributions to a Member and to pay
            over to the appropriate foreign, federal, state or local government tax authority any
            amounts required to be withheld pursuant to the Code or any provisions of any other
            foreign, federal, state or local Law. Any amounts so deducted and withheld shall be
            treated as, and shall be credited against, Tax Distributions otherwise to be made to
            such Member.


            
                                (B)        The
            Company may, upon notice to the affected Member (the “Debtor
            Party”), withhold from any distribution, other than a Tax Distribution, any
            amount due and payable to the Company by the Debtor Party or its Affiliates and which
            is not paid when due. Any amounts withheld to offset or satisfy any such obligations
            pursuant to this Section 3.4(B) shall be treated for all purposes of this
            Agreement as if such amounts had been distributed to the Debtor Party. The rights and
            remedies provided in this Section 3.4(B) are in addition to, and not in
            limitation of, any other rights and remedies provided under this Agreement or under
            applicable Law.


            ARTICLE
            4.     ALLOCATION OF PROFITS AND LOSSES


            
                      Section
            4.1     Profits and Losses.


            
                                (A)        After
            giving effect to the special allocations set forth in Section 4.2, Profits for
            any Fiscal Year shall be allocated as follows:


            
                                              (1)     First,
            to the Members in proportion and to the extent of any Losses allocated pursuant to
            Section 4.1(B)(4);


            
                                              (2)     Second,
            to the Members in proportion and to the extent of any Losses allocated pursuant to
            Section 4.1(B)(3);


            
                                              (3)     Third,
            to the Members in proportion and to the extent of any Disproportionate Losses allocated
            pursuant to Section 4.1(B)(2);


            
                                              (4)     Fourth,
            to the Members in proportion and to the extent of any Losses other than
            Disproportionate Losses allocated pursuant to Section 4.1(B)(2);


            
                                              (5)     Fifth,
            to the Members with Unreturned Member Loans until the cumulative Profits allocated to
            such Members equal the Cumulative Loan Return; and


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                                            (6)     Sixth,
            to the Members in accordance with their Percentage Interests.


            
                                  (B)     After
            giving effect to the special allocations set forth in Section 4.2, Losses for
            any Fiscal Year shall be allocated as follows:


            
                                             (1)     First,
            to the Members to offset any allocations of Profits pursuant to Sections
            4.1(A)(6), and then to the Members to offset any allocations of Profits pursuant to
            Sections 4.1(A)(5). To the extent any allocations of Profits pursuant to
            Section 4.1(A)(5) are offset by Losses, such Profit allocations shall be
            disregarded for purposes of computing subsequent Profit allocations;


            
                                             (2)     Second,
            to the Members in accordance with their Percentage Interests; provided, if the
            allocation of Loss would cause a Member to have an Adjusted Capital Account deficit
            (calculated without taking into account any Unreturned Member Loan of such Member),
            such Member shall be allocated only that amount of Loss as will reduce its Adjusted
            Capital Account balance (calculated without taking into account any Unreturned Member
            Loan of such Member) to zero. Loss that, absent application of the preceding sentence,
            would otherwise be allocated to such Member shall be allocated to the other Members
            subject to this Section 4.1(B)(2). Losses disproportionately allocated pursuant
            to the preceding sentence of this Section 4.1(B)(2) are
            “Disproportionate Losses;”


            
                                             (3)     Third,
            to the Members with Unreturned Member Loan in proportion and to the extent of their
            Unreturned Member Loan; provided, if the allocation of Loss would cause a Member
            to have an Adjusted Capital Account deficit, such Member shall be allocated only that
            amount of Loss as will reduce its Adjusted Capital Account balance to zero;
            and


            
                                             (4)     Fourth,
            to the Members in accordance with their Percentage Interests.


            
                      Section
            4.2     Regulatory and Curative Allocations.
            Notwithstanding the provisions of Section 4.1:


            	
                         

                    	
                         

                    
	
                         

                    	
                        
                                  (A)         In
                        order to comply with Treasury Regulation §§ 1.704-1(b) and
                        1.704-2, the minimum gain chargeback requirements in Treasury Regulation
                        § 1.704-2(f) and 1.704-2(i)(4) are hereby incorporated in this
                        Agreement. In addition, notwithstanding anything else in this Article
                        4, (i) deductions associated with Company nonrecourse liabilities
                        described in Treasury Regulation § 1.704-2(c) shall be allocated in
                        accordance with Percentage Interests, and (ii) deductions associated with
                        Member nonrecourse liabilities described in Treasury Regulation §
                        1.704-2(i)(1) shall be allocated to the Member or Members who bear the
                        economic risk of loss with respect to the Member nonrecourse liability to
                        which such deductions are attributable, in accordance with Treasury
                        Regulation § 1.704-2(i).

                    
	
                         

                    	
                         

                    
	
                         

                    	
                        
                                  (B)         If
                        any Member unexpectedly receives an adjustment, allocation or distribution
                        of the type contemplated by Treasury Regulation §
                        1.704-1(b)(2)(ii)(d)(4), (5) and (6) that causes such Member to have an
                        Adjusted Capital Account deficit, items

                    



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                        of
                        income and gain shall be allocated to all such Members (in proportion to
                        the amounts of their respective Adjusted Capital Account deficits) in an
                        amount and manner sufficient to eliminate the deficit balances in such
                        Members’ Capital Accounts that are in excess of such Members’
                        respective Adjusted Capital Account deficits, as quickly as possible. It is
                        intended that this Section 4.2(B) qualify and be construed as a
                        “qualified income offset” within the meaning of Treasury
                        Regulation § 1.704-1(b)(2)(ii)(d).

                    
	
                         

                    	
                         

                    
	
                         

                    	
                        
                                  (C)      To
                        the extent an adjustment to the adjusted tax basis of any Company asset
                        pursuant to Code Section 734(b) is required, pursuant to Treasury
                        Regulation §§ 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4),
                        to be taken into account in determining Capital Accounts as the result of a
                        distribution to a Member in complete liquidation of its Membership
                        Interest, the amount of such adjustment to the Capital Accounts shall be
                        treated as an item of gain (if the adjustment increases the basis of the
                        asset) or loss (if the adjustment decreases such basis) and such gain or
                        loss shall be specially allocated to the Members in accordance with their
                        interests in the Company in the event that Treasury Regulation §
                        1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such
                        distribution was made in the event that Treasury Regulation §
                        1.704-1(b)(2)(iv)(m)(4) applies.

                    
	
                         

                    	
                         

                    
	
                         

                    	
                        
                                  (D)      The
                        allocations set forth in Sections 4.2(A)–(C) (the
                        “Regulatory Allocations”) are intended to comply with
                        certain requirements of Treasury Regulation §§ 1.704-1(b) and
                        1.704-2. The Regulatory Allocations may not be consistent with the manner
                        in which the Members intend to distribute the cash of the Company or
                        allocate Company income or loss. Accordingly, the Management Committee is
                        hereby authorized to allocate items of income, gain, loss and deduction to
                        the Members so as to prevent the Regulatory Allocations from distorting the
                        manner in which Company distributions will be divided among the Members. In
                        general, the Members anticipate that this will be accomplished by specially
                        allocating other items of income, gain, loss and deduction to the Members
                        so that, to the extent possible, the net amount of such allocations and the
                        Regulatory Allocations to the Members shall be equal to the net amount that
                        would have been allocated among the Members if the Regulatory Allocations
                        had not occurred. However, the Management Committee shall have discretion
                        to accomplish this result in any reasonable manner, and in exercising this
                        discretion, the Management Committee shall take into account future
                        Regulatory Allocations under Section 4.2(A) that, although not yet
                        made, are likely to offset other Regulatory Allocations previously made
                        thereunder.

                    



            
                      Section
            4.3     Tax Allocations. To the maximum extent
            possible, all items of Company income, gain, loss and deduction for federal income tax
            purposes shall be allocated among the Members for such purposes in the same manner in
            which the corresponding items computed for Capital Account purposes are allocated
            pursuant to Sections 4.1 and 4.2. Tax items with respect to Company
            property that is contributed to the Company with a Gross Asset Value that varies from
            its federal income tax basis in the hands of the contributing Member immediately
            preceding the contribution shall be allocated among the Members for federal income tax
            purposes pursuant to Treasury Regulations promulgated under Code Section 704(c) so as
            to take into account such variation. The Company shall account for any such variation
            under any method approved under Code Section 704(c) and the applicable Treasury
            Regulations as chosen by the Management


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            Committee. If
            the Gross Asset Value of any Company asset is adjusted as provided in this Agreement,
            subsequent allocations of income, gain, loss and deduction with respect to such asset
            shall take account of any variation between the adjusted basis of such asset for
            federal income tax purposes and its Gross Asset Value in the same manner as under Code
            Section 704(c) and the Treasury Regulations promulgated thereunder. Any elections or
            other decisions relating to the allocations in this Section 4.3 shall be made by
            the Management Committee in a manner that reflects the purpose and intention of this
            Agreement. Allocations pursuant to this Section 4.3 are solely for purposes of
            federal, state and local taxes and shall not affect, or in any way be taken into
            account in computing any Member’s Capital Account or share of Profits, Losses and
            any other items or distributions pursuant to any provision of this
            Agreement.


            
                      Section
            4.4     Other Allocation Rules. For purposes of
            determining the Profits, Losses and any other items of income, gain, loss and deduction
            allocable to any period, Profits, Losses and any such other items will be determined on
            a daily, monthly or other basis, as determined by the Management Committee using any
            permissible method under Code Section 706 and the Treasury Regulations
            thereunder.


            ARTICLE
            5.     ACCOUNTING AND TAX MATTERS


            
                      Section
            5.1     Accounting Methods; Company Records.


            
                                (A)        The
            Company’s books and records shall be prepared in accordance with generally
            accepted accounting principles, consistently applied, except that the Capital Accounts
            of the Members shall be maintained as provided in this Agreement. An annual audit shall
            be conducted by an audit firm unanimously approved by the Management Committee, which
            audit shall be completed at the cost of the Company, no later than ninety (90) days
            after the Company’s Fiscal Year. The Company shall use the accrual method of
            accounting for both tax and accounting purposes.


            
                                (B)        The
            Company will deliver to each Member, (i) within ninety (90) days after the end of each
            Fiscal Year, audited financial statements of the Company, which shall include a balance
            sheet of the Company as of the end of such year, statements of income and expense and
            cash flow of the Company for such Fiscal Year, and a statement of members’
            equity, each prepared in accordance with GAAP and including notes with respect thereto,
            all in reasonable detail, (ii) as soon as practicable after the end of each fiscal
            month and in any event within twenty (20) days thereafter, an unaudited balance sheet
            of the Company as of the end of such month, and statements of income and expense and
            cash flow of the Company for such month and for the year to date, prepared in
            accordance with GAAP and including notes with respect thereto, all in reasonable
            detail, and mortgage receivable portfolio statements and any other reports as may be
            reasonably requested by a Member.


            
                                (C)        The
            Management Committee shall cause the Company to comply with all record keeping
            requirements imposed by the Act, and shall provide each Member with the opportunity to
            inspect and copy such records (at such Member’s expense), at reasonable
            intervals, during ordinary business hours. Except as provided in this Agreement,
            neither the Management Committee nor any Member shall have any obligation to provide to
            any other


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            Member a copy of
            the Certificate of Formation or any other document filed with the Delaware Secretary of
            State or other governmental authority on behalf of the Company.


            
                      Section
            5.2     Fiscal Year. The fiscal year of the Company
            (the “Fiscal Year”) shall be the calendar year or such other year as
            may be determined by the Management Committee or required by the Code.


            
                      Section
            5.3     Bank Accounts; Title to Business Property. The
            funds of the Company shall be deposited in such bank accounts, or invested in such
            interest-bearing or non-interest-bearing investments in the Company’s name, as
            shall be determined by the Management Committee. The funds of the Company shall not be
            commingled with the funds of any other Person and the Management Committee shall not
            employ, or permit or cause any other Person to employ such finds in any manner except
            for the benefit of the Company. Title to the Business Property shall be held, and
            conveyances thereof shall be made, in the name of the Company. Each bank account shall
            have provided thereon signatures of the Company or such parties as designated by the
            Management Committee.


            
                      Section
            5.4     Tax Matters.


            
                                (A)        All
            federal, state and local tax returns of the Company shall be prepared by certified
            public accountants selected by the Management Committee. The Management Committee shall
            furnish to each Member copies of all such returns promptly after their filing. To the
            extent permitted by applicable Law, each Member shall take reporting positions on their
            respective income tax returns consistent with the positions determined for the Company
            by the Management Committee.


            
                                (B)        The
            Management Committee shall make all applicable elections, determinations and other
            decisions for the Company relating to tax matters, including the positions to be taken
            on the tax returns of the Company, the settlement or further contest and litigation of
            any audit matters raised in connection with any tax return, extensions of applicable
            statutes of limitations, filing requests for administrative adjustment for the Company
            and filing suit concerning any tax refund or deficiency relating to any administrative
            adjustment; provided, in the case of a Transfer of a Membership Interest
            permitted under this Agreement, upon the request of the transferee of such Membership
            Interest, the Company shall file an election under Code Section 754 pursuant to the
            Treasury Regulations applicable thereto. Bluegreen shall be the initial “tax
            matters partner” within the meaning of Code Section 6231(a) and shall take any
            action as may be necessary to cause each other Member to become a “notice
            partner” within the meaning of Code Section 6223.


            
                                (C)        Any
            provision of this Agreement to the contrary notwithstanding, solely for federal and
            state income tax purposes, each party hereto recognizes and acknowledges that it is the
            Members’ intention that the Company will be a limited liability company
            classified as a partnership for federal income tax purposes and subject to all
            provisions of Subchapter K of Chapter 1 of Subtitle A of the Code; provided,
            however, the filing of federal and state income tax returns shall not be
            construed to extend the purposes or expand the obligations or liabilities of the
            Company, nor shall it be construed to create a partnership (other than for tax
            purposes) or any other agency relationship between the Members. Any provision of this
            Agreement to the


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            contrary
            notwithstanding, the Company shall not make any election to be treated for federal or
            state income tax purposes as other than a partnership without the unanimous approval of
            the Members.


            ARTICLE 6.
                 MANAGEMENT AND BUSINESS POLICIES


            
                        Section
            6.1      Management by Management Committee.


            
                                (A)
                      Subject to the provisions
            of the Act and the terms of this Agreement, including, without limitation, Section
            6.7 through and including Section 6.12, the business and affairs of the
            Company shall be managed under the direction and control of a management committee (the
            “Management Committee”) which shall consist of three (3) individuals
            (each, a (“Manager”), who need not be Members.


            
                                (B)          
            At all times and for all purposes, Bluegreen shall have the irrevocable power,
            authority and right to appoint two (2) Managers and BCLLC shall have the irrevocable
            power, authority and right to appoint one (1) Manager. Those Members so empowered may
            remove and replace their designated Manager(s) on written notice to all Members. As of
            the Effective Date, the Managers appointed by Bluegreen are David Pontius and Terry
            Dodd and the Manager appointed by BCLLC is James A. Hagale.


            
                                (C)          
            Except as otherwise expressly provided in this Agreement, any action or decision
            permitted or required to be taken by the Management Committee shall require the
            approval of two (2) of the Managers.


            
                                (D)          
            The Management Committee is hereby authorized and directed to do or cause to be done on
            behalf of the Company all such actions (including the payment of fees and expenses) and
            to make, execute, and/or deliver or cause to be made, executed and/or delivered all
            such contracts, instruments, documents, agreements, writings, or communications as the
            Management Committee, in its discretion, deems necessary, advisable or appropriate for
            the Company to carry on the Business.


            
                                (E)          
            The Management Committee (i) may designate one or more of the Managers to act alone in
            respect of any Company matter or determination; or (ii) delegate to one or more
            Persons, including officers, who may or may not be Managers, ministerial authority to
            conduct the day-to-day operations of the Company.


            
                                (F)          Unless
            otherwise so delegated by the Management Committee or set forth herein, no Member shall
            have any right or power to act for or on behalf of the Company or make decisions with
            respect thereto. Decisions of the Management Committee within its scope of authority
            shall be binding upon the Company and each Member.


            
                      Section
            6.2      Meetings of the Management Committee. Unless
            otherwise expressly provided in a written notice, meetings of the Management Committee
            shall be held at the principal place of business of the Company or at any other place
            that a majority of the Managers determines. In the alternative, meetings may be held by
            telephone conference in which each Manager can participate. The presence of a majority
            (by number) of the Managers shall constitute a quorum for the transaction of business.
            Meetings shall be held (i) as determined by


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            the Management
            Committee, or (ii) as requested by any Manager. Meetings shall be held at least twice
            per Fiscal Year. Any meetings of the Management Committee shall be held upon at least
            two (2) business days’ prior written notice delivered by the General Manager to
            all of the Managers. Such notice shall specify the time and place of such meeting and
            the purpose for such meeting. Minutes of each meeting and a record of each decision
            shall be kept by the designee of the Management Committee and shall be given to all of
            the Members promptly after the meeting.


            
                        Section
            6.3      Action by Written Consent Without a Meeting.
            Unless otherwise restricted by this Agreement, any action required or permitted to be
            taken at any meeting of the Management Committee may be taken without a meeting if
            those Managers having not less than the minimum number of votes that would be necessary
            to authorize or take such action at a meeting consent thereto in writing and all
            Managers receive notice of such action proposed to be taken not less than two (2)
            business days prior nor more than thirty (30) days prior to the taking of such action
            (it being agreed that the failure to provide such notice shall not constitute a
            material breach of or default under this Agreement), and the writing or writings are
            filed with the minutes of the Management Committee and given to the Members promptly
            after the meeting.


            
                        Section
            6.4      General Manager. Except as otherwise
            unanimously determined by the Members, the Company shall have a general manager (the
            general manager, or any successor thereto, being hereinafter collectively referred to
            as the “General Manager”) to supervise the day-to-day operations of
            the Company. The General Manager shall be subject to the general supervision and
            control of the Management Committee and shall carry out the policy decisions made by
            the Management Committee. At each regular meeting of the Management Committee (and,
            when requested by any member thereof, at any special meeting of the Management
            Committee), the General Manager shall be present and shall report to the Management
            Committee on the operations of the Company or any other matters as any member of the
            Management Committee may request. The General Manager shall be a full-time employee of
            the Company. The Management Committee shall appoint, remove and replace the General
            Manager at any time and for any reason (or no reason). The General Manager as of the
            Effective Date shall be Howard Kitchen.


            
                      Section
            6.5        Specific Authority of Management
            Committee and General Manager. Subject to such other rights expressly granted to
            the Members, and other limitations hereunder, including as set forth in Section
            6.7 through and including Section 6.12, the Management Committee, or the
            General Manager if the Management Committee expressly empowers the General Manager, is
            hereby specifically authorized for, and in the name of and on behalf of the
            Company:


            
                                (A)          
            To manage and supervise the operations of the Business Property, including supervision
            of the acquisition, storage and processing of inventory, oversight of staffing and
            employment matters and establishing policies for the conduct of the
            Business;


            
                                (B)          
            To execute and deliver all instruments necessary or convenient in connection with the
            management, maintenance and operation of the Business Property;


            
                                (C)          
            To file such fictitious names as the Management Committee, in its discretion, may
            determine;


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                                (D)          
            To engage in business with any Person who provides any services to, sells property to
            or purchases property from, the Company (subject to the other restrictions of this
            Agreement);


            
                                (E)          
            To retain or employ and coordinate the services of employees, supervisors, accountants
            (provided, however, that the audit firm referenced in Section 5.1(A) shall be
            retained or employed only upon unanimous approval of the Management Committee),
            attorneys, and other Persons necessary or appropriate to carry out the
            Business;


            
                                (F)          To
            establish and fund, out of the Company’s gross receipts or otherwise, such
            reserves for anticipated or contingent liabilities and working capital as the
            Management Committee reasonably deems appropriate and to reverse any such reserves not
            required;


            
                                (G)          
            To engage in any kind of activity and to perform and carry out such contracts of any
            kind necessary to, or in connection with, or incidental to the accomplishment of, the
            Business;


            
                                (H)          
            To handle all matters in connection with the construction of improvements to be
            constructed on the Business Property;


            
                                (I)          
            To perform all other duties and functions determined in the discretion of the
            Management Committee from time to time;


            
                                (J)          
            Subject to Section 7.10, to accept instruments of indebtedness from consumer
            purchasers of timeshare interests and to sell or hypothecate such timeshare interests
            under any arrangements as may be established by the Management Committee on behalf of
            the Company, on such terms as may, from time to time, be acceptable to the Management
            Committee and to further pledge or sell collateral related to such timeshare interests
            to such third party financier as may be determined from time to time by the Management
            Committee;


            
                                (K)          
            Subject to Section 7.10(C), to establish sales prices for timeshare interests
            and to sell or hypothecate timeshare receivables under any arrangements as may be
            established by the Management Committee on behalf of the Company, on such terms as may,
            from time to time, be acceptable to the Management Committee and to further pledge or
            sell collateral related to such timeshare interests or receivables to such third party
            financier as may be determined from time to time by the Management
            Committee;


            
                                (L)          
            To execute and deliver, in furtherance of any or all of the purposes of the Company,
            any deed, lease, mortgage, promissory note, bill of sale, contract or other instrument
            effecting the conveyance, exchange or encumbrance of all or any part of the Business
            Property (unless not in the ordinary course of business), or any interest therein,
            either to or from the Company, for the purpose of carrying on the Business and, subject
            to Section 7.4, to agree pursuant to written contract with others so to do,
            particularly by way of example and not limitation, subject to Section 7.4, to
            agree pursuant to written contract with others to convey and transfer timeshare
            interests in the Timeshare Projects, and otherwise, subject to Section 7.4, to
            agree pursuant to written contract with third parties for purposes of carrying out
            receivable financing transactions, including endorsement of consumer notes, assignment
            of consumer


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            mortgages or
            deeds of trust, and related documentation, to effectuate receivable financing as it
            relates to timeshare interest sales; and


            
                                (M)          
            To engage any and all personnel who, from time to time, may be determined by the
            Management Committee necessary or desirable to advance the Company or the Business of
            the Company.


            
                      Section
            6.6         Certificate. Any Person
            dealing with the Company or the Management Committee may rely upon a certificate signed
            by a majority of the Management Committee as to (i) the identity and authority of the
            General Manager; (ii) authorization to conduct any business on behalf of the Company;
            (iii) the identity and authority of any representative or agent of the Company for
            purposes of carrying on the business and affairs of the Company, including but not
            limited to, sales and marketing of timeshare interests and the hypothecation, sale and
            endorsement of evidences of indebtedness as respects the sale of timeshare interests
            and collateral related thereto; or (iv) any matter upon which the Management Committee
            may set forth on such certificate, including any matter in respect to which the
            Management Committee may take action regarding sales and marketing of timeshare
            interests and involvement of third parties for financing respecting such timeshare
            interests, whether by hypothecation or sale.


            
                      Section
            6.7         Restrictions on Authority of the
            Management Committee and the General Manager. In addition to the limitations set
            forth elsewhere herein, neither the Management Committee nor the General Manager shall
            undertake or cause the Company to undertake any of the following without the unanimous
            consent of all Members:


            
                                (A)          
            Do any act in contravention of this Agreement;


            
                                (B)          
            Sell, lease, exchange, transfer, encumber or otherwise dispose of the Big Cedar
            Timeshare Property or the Red Rock Bluff Property (other than in the ordinary course of
            the Business);


            
                                (C)          
            Except as specifically approved herein, borrow any monies, including from a Member,
            refinance any loan, make any modifications to the Company RFC Financing, or assign any
            of the assets of the Company as collateral for a loan, other than in the ordinary
            course of business;


            
                                (D)          
            Assign any assets for the benefit of creditors or cause the Company to file a voluntary
            petition in bankruptcy or take any other similar action;


            
                                (E)          
            Admit additional or substitute Members to the Company except as otherwise provided
            herein;


            
                                (F)          
            Cause the Company to merge or consolidate with or into any other entity, or change or
            reorganize the Company into any other legal form;


            
                                (G)          
            Cause the Company to engage in any business other than the Business or extend the scope
            of the Business, by implication or otherwise;


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                                (H)          
            Acquire any real estate or any interest therein (other than the Big Cedar Timeshare
            Property or the Red Rock Bluff Property), or acquire any other property or assets not
            related to the Business;


            
                                (I)          
            Effect the sale or transfer of all or substantially all of the Business Property other
            than the sale of assets in the ordinary course of the Company’s
            business;


            
                                (J)          
            Make any expenditure not in the ordinary course of business, which expenditure will be
            considered “capital” in nature under generally acceptable accounting
            principles, if such expenditure would be a departure (including, but not limited to, a
            departure in cost or nature of expenditure) from the Annual Budget or the Business
            Plan;


            
                                
            (K)           Except in the ordinary
            course of business, modify the Annual Budget or the Business Plan or incur any expense
            not provided for in the Annual Budget or the Business Plan;


            
                                (L)          
            Except for the Approved Agreements, enter into any agreement with Bluegreen or any
            Affiliate of Bluegreen,


            
                                (M)          
            Authorize any act that would make it impossible to carry on the ordinary business of
            the Company;


            
                                (N)          
            Attempt to dissolve or withdraw from the Company except as provided for in this
            Agreement;


            
                                (O)          
            Confess any judgment against the Company or settle or adjust any claims against the
            Company; provided, without approval of BCLLC, the Management Committee may
            settle or adjust claims against the Company if the out-of-pocket expenses for the
            Company (net of any amounts covered by insurance) with respect to any one claim, or any
            one series of related claims, do not exceed $25,000;


            
                                (P)
                      Except as is already in
            place with any existing Company financing, obligate the Company or any Member as a
            surety, guarantor or accommodation party to any obligation;


            
                                (Q)          
            File or otherwise institute any lawsuit or other proceeding where the amount in
            controversy exceeds $25,000;


            
                                (R)          
            Except for the Approved Agreements, as set forth in the Annual Budget, or as otherwise
            in the ordinary course of business, enter into any contract or agreement pursuant to
            which the aggregate payments expected to be made by the Company thereunder exceed
            $10,000;


            
                      Section
            6.8        Insurance.


            
                                (A)          
            Specific policies of insurance shall be obtained by the Company as approved by the
            Management Committee, and shall include, but not be limited to the
            following.


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            The Management
            Committee shall cause any such insurance policies to name each of the Members as
            additional insureds:


            
                                          (1)
                      Commercial or comprehensive
            general liability insurance in a combined single limit of not less than $5,000,000 for
            bodily injury, contractual liability, broad form property damage, personal injury and
            such other risks as are reasonably determined by the Management Committee;


            
                                          (2)          
            Workers’ compensation insurance, providing statutory limits for coverage A and
            limits of at least $1,000,000 for coverage B (employers’ liability);


            
                                          (3)          
            Business auto, including owned, hired and non-owned coverage, with limits of at lease
            $1,000,000;


            
                                          (4)          
            All risks builders risk/property coverage for construction projects, including
            interests of the Company, contractors and financial parties as their interests may
            appear;


            
                                          (5)          
            Crime coverage, including the management and salespersons of the Company;


            
                                          (6)          
            Directors & officers’ liability insurance;


            
                                          (7)          
            Business interruption insurance; and


            
                                          (8)          
            Umbrella/excess liability, in the name of the Company, with limits of not less than
            $25,000,000 on a pro forma basis.


            
                                (B)
               The Company shall require the following to be in place for any
            independent contractors having any activity regarding the construction of the Timeshare
            Projects:


            
                                          (1)          
            A certificate of insurance indicating minimum limits of $1,000,000 per occurrence for
            commercial or comprehensive general liability (including contractual and completed
            operations liability coverages) and that coverage is on an occurrence form;


            
                                          (2)          
            A certificate of insurance indicating statutory workers’ compensation coverage
            and $1,000,000 minimum of employers’ liability coverage;


            
                                          (3)
                      A certificate of insurance
            indicating a minimum of $1,000,000 per occurrence for business auto liability
            (including owned, hired and non-owned coverage); and


            
                                          (4)
                      A certificate of insurance
            indicating builders all risk coverage (including items in transit), contractors
            equipment coverage (including coverage for owned, leased or rented equipment), and an
            installation floater (with all such coverages insuring full or replacement value of
            materials and equipment at risk).


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                                Each
            certificate referenced in this Section 6.8(B) must show the Company and the
            Members have been endorsed on the policy as additional insureds under the general
            liability and on any umbrella/excess coverage carried and that all policies contain a
            full waiver of subrogation against the Company and the Members, and a copy of policy
            endorsement showing additional insured status, waiver of subrogation, and any other
            special policy provisions which may exclude or limit the Company’s or the
            Members’ additional insured position must be attached to the
            certificate.


            
                                All
            insurance required of an independent contractor hereunder shall be primary and non
            contributory with respect to any other insurance available to the Company and the
            Members. Any and all deductibles and/or self insured retentions shall be assumed by and
            be for the account of and at the sole risk of the independent contractor. All insurance
            costs are for the account of the independent contractor and shall not be passed onto
            the Company or the Members. Higher limits and/or lower deductibles or self insured
            retentions may be required for certain contractors or on certain projects as
            unanimously determined by the Management Committee. Each certificate referenced in this
            Section 6.8(B) must indicate a firm thirty (30) day notice of cancellation or
            change, and shall be mailed to Risk Management Department, 2500 E. Kearney,
            Springfield, MO 65898 annually upon policy renewal and at any time requested by BCLLC.
            Certified copies of all policies shall be furnished to any member upon
            request.


            
                      Section
            6.9      Business Plans and Budgets; Amenity
            Development. The Members shall cooperate in good faith to continue development of
            timeshare units and amenities at the Big Cedar Timeshare Project and the Red Rock Bluff
            Timeshare Project on such budgets and timelines, and to such specifications, as
            provided herein and or as otherwise agreed by the Members (provided that the Management
            Committee shall have the authority to approve the Annual Budget, Business Plan, and
            ordinary course of business deviations from such budget and plan). In furtherance
            thereof, the Members agree as follows:


            
                                (A)
                      Big Cedar Design and
            Amenity Development.


            
                                               (1)          
            Future timeshare units at the Big Cedar Timeshare Project shall be designed and
            constructed so that the quality of any new villa units and cabins are comparable to the
            existing villa units and cabins at the Big Cedar Timeshare Project.


            
                                              (2)          
            The Company shall be required to invest an additional amount of Ten Million Dollars
            ($10,000,000) (or such greater or lesser amount as agreed by all of the Members) for
            the development of additional amenities and facilities for the Big Cedar Timeshare
            Project (the “Future Big Cedar Amenities”). BCLLC shall have
            ultimate approval rights as to design and construction of the Future Big Cedar
            Amenities. The Future Big Cedar Amenities shall be completed within eighteen (18)
            months of the date that both BCLLC and Bluegreen have approved the final design plan of
            such amenities and facilities. The foregoing investment shall be funded without any
            Additional Capital Contributions by the Members (unless otherwise unanimously agreed by
            all Members).


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                                (B)          
            Red Rock Bluff Development.


            
                                               (1)          
            Attached hereto as Exhibit D is a business plan, having upon execution hereof
            been agreed to by the Members, which forecasts the life of the Red Rock Bluff Timeshare
            Project (the “Red Rock Bluff Business Plan”). It is agreed that this
            Red Rock Bluff Business Plan is solely a projection, without representation or
            warranty, express or implied.


            
                                               (2)          
            Notwithstanding any other provision hereof to the contrary, the Red Rock Bluff
            Timeshare Project shall be developed in accordance with the Red Rock Bluff Business
            Plan.


            
                                               (3)          
            All future expenses in respect to the acquisition, development, design construction,
            operation, management, marketing and sale of the Red Rock Bluff Timeshare Project are
            the obligations of and shall be paid by the Company. The amount set forth on
            Schedule 1 hereto for the corresponding incurred expenses set forth on
            Schedule 1 hereto, shall constitute an agreed Member Loan of Bluegreen as of the
            Effective Date, and represents actual amounts previously expended by Bluegreen in
            connection with the Red Rock Bluff Timeshare Project.


            
                                               (4)          
            Except as set forth in Section 2.2(B), no Member shall be entitled to any
            reimbursement of any amounts expended in connection with the acquisition, development,
            design construction, operation, management, marketing and sale of the Red Rock Bluff
            Timeshare Project unless all Members have consented in writing, recognizing that
            Bluegreen may reimburse itself for expenses incurred on behalf of the Company as
            provided in Section 2.7, so long as Blugreen provides to BCLLC a monthly
            accounting of all such reimbursements as required by Section 2.7.


            
                                               (5)          
            The Members and the Management Committee shall cause the Company to develop and
            construct all amenities and facilities necessary to support the full development of the
            Red Rock Bluff Timeshare Project, in a design and on a timeline consistent with the Red
            Rock Bluff Business Plan or as otherwise agreed upon by Bluegreen and BCLLC.


            
                                              (6)          
            The Red Rock Bluff Timeshare Project shall be designed and constructed so that the
            quality of the timeshare units are comparable in quality to the existing villa units
            and cabins at the Big Cedar Timeshare Project.


            
                                               (7)          
            BCLLC shall have ultimate approval rights as to design and construction of the Red Rock
            Bluff Timeshare Project. The Red Rock Bluff Timeshare Project shall be completed as
            expeditiously as possible.


            
                                               (8)          
            Bluegreen and BCLLC shall agree on a “Master Use and Development
            Plan” for the Red Rock Bluff Timeshare Project. The Master Use and
            Development Plan shall initially be prepared by Bluegreen, at the expense of the
            Company within ninety (90) days of the date hereof. Such Master Land Use and
            Development Plan shall provide that the architectural design and product quality of the
            Red Rock Bluff Timeshare Project which shall be consistent with and complementary to
            the architectural and product quality of the existing Big Cedar Timeshare
            Project.


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                                (C)          
            Business Plan and Annual Budget. Bluegreen shall, on an annual basis, and no
            less than thirty (30) days prior to the beginning of the next Fiscal Year, propose a
            business plan to the Management Committee for carrying out the Business both on an
            annual basis and on a rolling three (3) year basis as set forth below (the
            “Business Plan”) and an accompanying annual budget (the
            “Annual Budget”), which shall be itemized in reasonable detail,
            contain a balance sheet, projections (which projections shall include projections on
            financing income for mortgages, including any projection which includes the sale of
            mortgage receivables), income statement and cash flow projections and, in all events,
            account for the Big Cedar Timeshare Project and the Red Rock Bluff Timeshare Project.
            The Management Committee shall consider and make any revisions it deems appropriate to
            the Business Plan and Annual Budget as received from Bluegreen, and present the same
            for approval to the Members within fifteen (15) days of receipt.


            
                      As
            part of the Business Plan, Bluegreen shall formulate and deliver to the Management
            Committee a rolling three (3) year business plan for the Business, containing a balance
            sheet, projections (which projections shall include projections on financing income for
            mortgages, including any projection which includes the sale of mortgage receivables)
            and budgets with respect to revenues, expenses, operating cash flows, capital
            expenditures, financing, market priorities and funding required in each case for the
            Projects for the following Fiscal Year, the life of the Projects, or such other period
            with respect to certain matters as may be set out therein. It is agreed that such
            portion of the Business Plan is solely a projection, without representation or
            warranty, express or implied. The Business Plan will estimate all funding and identify
            proposed funding sources. The current Business Plan, which shall also be effective for
            the fiscal year 2008, is attached hereto as Exhibit F.


            
                                               (1)          
            The Business Plan and Annual Budget shall be adopted by the Company only upon approval
            of the Management Committee. The Business Plan and Annual Budget for the current fiscal
            year, which shall also be effective for the fiscal year 2008, are attached hereto as
            Exhibit F and Exhibit G, respectively, the same having been adopted and
            approved by the Management Committee.


            
                                               (2)          
            Subject to Section 2.2, a Business Plan may propose (but cannot require) that
            the Members make Additional Capital Contributions or Member Loans in such amounts and
            at such times as shall be set forth in the relevant Business Plan.


            
                     Section
            6.10      Big Cedar Approval Rights. Notwithstanding
            the foregoing, BCLLC shall have the ultimate discretion to approve the schematic floor
            plans, building elevation plans and interior design concepts as the same relate to the
            Timeshare Projects.


            
                      Section
            6.11      Meetings and Voting by Members.


            
                                (A)          
            Meetings of Members shall be held at the Company’s principal place of business or
            such other place as designated by the Management Committee. Not less than ten (10) nor
            more than twenty (20) days before each meeting, the Person calling the meeting shall
            give written notice of the meeting to each Member entitled to vote at the meeting. The
            notice shall state the time, place and purpose of the meeting.


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                                (B)     Notwithstanding
            the foregoing provisions, each Member who is entitled to notice waives notice if before
            or after the meeting the Member signs a waiver of the notice which is filed with the
            records of Members’ meetings, or is present at the meeting in person or by proxy.
            The presence in person or by proxy of all of the Members shall be required for the
            transaction of Business at any meeting of the Members. A Member may vote either in
            person or by written proxy signed by the Member or by the Member’s duly
            authorized attorney-in-fact.


            
                                (C)     All
            actions requiring consent of the Members shall be effective only upon agreement by both
            of the Members, which agreement may be formal or informal and by oral or written
            instructions.


            
                      Section
            6.12 Liability and Indemnification of the Management Committee, Members and
            Affiliates.


            
                                (A)     
            Limitation of Liability. The Managers and the Members, and their respective
            officers, partners, members, directors, equity owners, agents, and representatives
            (each, a “Member Party”) shall not be liable, responsible or
            accountable in damages or otherwise to the Company or any Member for any act or
            omission performed or made by any of them in good faith on behalf of the Company and in
            a manner reasonably believed by them to be within the scope of the authority granted by
            this Agreement or otherwise by Law and in the best interests of the Company if such
            Member Party (or Person acting on its behalf) shall not have committed a breach of its
            obligations hereunder, fraud, bad faith, dishonesty, violation of Laws, gross
            negligence or willful misconduct with respect to such act or omission.


            
                                (B)     
            Indemnification. The Company, its receiver or its trustee shall, to the extent of
            Company assets, indemnify, save harmless, and pay all judgments and claims against the
            Member Parties, relating to any liability or damage incurred by reason of any act
            performed or omitted to be performed by the Member Party in connection with the
            Business, including reasonable attorneys’ fees incurred by the Member Party in
            connection with the defense of any action based on any such act or omission; provided,
            however, no party shall be indemnified from any liability for fraud, bad faith,
            dishonesty, violation of Laws, willful misconduct, gross negligence or breach of the
            express terms of this Agreement.


            
                                (C)     
            Capacity. Sections 6.12(A) and (B) are intended to apply to the
            Member Parties in their capacities as, or as officers, partners, members, directors,
            equity owners, agents, and representatives of, the Members or members of the Management
            Committee, only, and shall not include any acts or omissions under or pursuant to any
            other agreement between any such Person or an Affiliate thereof and the
            Company.


            ARTICLE
            7.     LIMITED LIABILITY; RIGHTS AND OBLIGATIONS OF THE
            MEMBERS


            
                      Section
            7.1 Limited Liability. Except as otherwise provided by the Act or this
            Agreement, the debts, obligations and liabilities of the Company, whether arising in
            contract, tort or otherwise, shall be solely the debts, obligations and liabilities of
            the Company, and no Member, Manager, officer or employee shall be obligated personally
            for any such debt,


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            obligation or
            liability of the Company solely by reason of being a Member, Manager, officer or
            employee of the Company.


            
                      Section
            7.2 Member Limited Liability. Except as otherwise expressly required by Law or
            by this Agreement, a Member, in its capacity as such, shall not be obligated to make
            any contribution to the Company in excess of its required Capital Contributions, or
            have any liability for the repayment and discharge of the Company’s debts and
            obligations; provided, however that (a) until the Capital Contribution of a Member
            shall have been paid to the Company, such Member shall be liable to the Company for any
            portion of its Capital Contribution not so paid, and (b) each Member shall be liable
            for (i) its obligations to make other payments expressly provided for in this Agreement
            and (ii) the amount of any distributions wrongfully distributed to it but only to the
            extent provided in Section 18-607 of the Act.


            
                      Section
            7.3  Conflicts of Interest.


            
                                (A)     Neither
            the Members nor the Managers shall be required to devote full time to their duties
            hereunder but shall devote reasonable time and effort thereto.


            
                                (B)     Subject
            to Sections 7.6 and 7.7, the other provisions of this Agreement, and the
            Marketing Agreement, any Member or Affiliate of a Member may engage independently or
            with others in other business ventures of every nature and description. Neither the
            Company nor any Member shall have any right by virtue of this Agreement or the
            relationship created hereby in or to any other ventures or activities in which any
            Member or Affiliate of a Member is involved or to the income or proceeds derived
            therefrom, subject to the terms of this Agreement. The pursuit of other ventures and
            activities by Members or Affiliates of a Member, even if directly competitive with the
            Business, is hereby consented to by the Members and shall not be deemed wrongful or
            improper, subject to the terms of this Agreement. No Member or Affiliate of a Member
            shall be obligated to present any particular business or investment opportunity to the
            Company even if such opportunity is of a character which, if presented to the Company,
            could be taken by the Company, and any Member or Affiliate of a Member shall have the
            right to take for his/her/its own account (individually or as a member or fiduciary),
            or to recommend to others, any such particular opportunity.


            
                      Section
            7.4  Transactions With Members and Affiliates. The Company may enter into
            agreements with one or more Members or Affiliates of a Member to provide leasing,
            management, legal, accounting, architectural, brokerage, development or other services
            or to buy, sell or lease assets to or from the Company, provided that any such
            transactions shall be unanimously approved by all Members and shall be at rates at
            least as favorable to the Company as those available from unaffiliated parties and
            terms for providing such services shall be comparable to terms and services generally
            available in the market. The validity of any transaction, agreement or payment
            involving the Company and any Member or Affiliate of a Member otherwise permitted
            hereunder shall not be affected by reason of the relationship between such Person and
            the Company or any of its Members. Notwithstanding the foregoing, the Members agree
            that the Management Committee has unanimously approved those agreements set forth on
            Schedule 2 hereto, together with those certain agreements as may exist by and
            between Bluegreen or Affiliates of Bluegreen to provide (i) management services to the
            Big Cedar Owners’ Association at the Big Cedar Timeshare Project, (ii) management
            services to


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            the Bluegreen
            Wilderness Club at Long Creek Ranch Condominium Association, Inc. at the Red Rock Bluff
            Timeshare Project, (iii) title services, including title insurance, and (iv) exchange
            and/or reservation services respecting use of the Timeshare Projects (to be at the
            expense of the timeshare user or participant) (“Approved
            Agreements”). The non-interested Member shall have the right to enforce any
            agreement entered into pursuant to this Section 7.4 on behalf of the
            Company.


            
                      Section
            7.5  Compensation and Reimbursement of the Members; Management Committee;
            General Manager.


            
                                (A)     The
            Company shall not pay the Members any salary or other compensation for acting as
            Members hereunder; provided, however that the Company may pay a Member for goods
            received or services provided by that Member to the Company pursuant to any authorized
            agreement by and between the Company and any Member, including, but not limited to the
            Approved Agreements. The General Manager shall receive a salary for serving in such
            capacity in such amounts and on such terms as may be approved by the Management
            Committee.


            
                                (B)     Except
            as set forth in this Agreement or otherwise provided pursuant to any agreement entered
            into by and between the Company and a Member (including the Approved Agreements), each
            Member shall be responsible for paying all expenses necessary to permit such Member to
            carry out such Member’s duties and obligations hereunder and such expenses shall
            not be reimbursed by the Company or treated as a contribution to the capital of the
            Company by such Member. The Company shall reimburse the Managers and the General
            Manager for all reasonable, documented out of pocket expenses incurred by them in
            connection with the discharge of their obligations under this Agreement.


            
                      Section
            7.6  Non-Competition—Bluegreen.


            
                                (A)     
            Conduct of Business with Competitor. Notwithstanding any other provision of this
            Agreement, Bluegreen agrees, on behalf of itself and its Affiliates, that neither
            Bluegreen nor any of its Affiliates shall contract with or conduct any business with,
            or have any interest, either directly or indirectly, with Cabela’s, Inc.,
            Sportsman’s Warehouse, Inc., Gander Mountain Company (or any of their successors)
            or any other Person, whether as shareholder, partner, member, manager, independent
            contractor, consultant, agent, principal, creditor, or otherwise, that primarily (i.e.,
            over 50% of sales) engages in, or is an Affiliate of, Cabela’s, Inc.,
            Sportsman’s Warehouse, Inc., Gander Mountain Company (or any of their successors)
            or any other Person that engages in, the sale of fishing, hunting, camping or marine
            and/or boating products, equipment or services (each, a “BP/Tracker
            Competitor”), provided, however, that this restriction shall
            not prohibit Bluegreen or any of its Affiliates from contracting with or conducting
            business with, or having any interest, either directly or indirectly, in any BP/Tracker
            Competitor (excluding Cabela’s, Inc., Sportsman’s Warehouse, Inc., Gander
            Mountain Company (or any of their successors)) that sells fishing, hunting, camping or
            marine and/or boating products, equipment or services as an incidental part of its
            business. Such sale of fishing, hunting, camping or marine and/or boating products and
            equipment shall be deemed “incidental” to a BP/Tracker Competitor’s
            business if such products and equipment do not exceed 50% of


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            such BP/Tracker
            Competitor’s retail sales, such as Sports Authority, Dick’s Sporting Goods,
            as they are currently constituted, and similar sporting goods companies.


            
                                (B)     
            Termination. The restrictions set forth in Section 7.6(A) shall terminate
            upon the termination of the Marketing Agreement (including any extensions thereof).
            Further, the restrictions set forth in Section 7.6(A) shall
            terminate:


            
                                          (1)     with
            respect to BP/Tracker Competitors who sell outdoor recreational products, equipment or
            services that directly compete with the outdoor recreational products, equipment and
            services of Bass Pro, Inc., upon the occurrence of a Bankruptcy Event with respect to
            Bass Pro, Inc.;


            
                                          (2)     with
            respect to BP/Tracker Competitors who sell outdoor recreational products, equipment or
            services that directly compete with the outdoor recreational products, equipment and
            services of Tracker Marine, L.L.C., upon the occurrence of a Bankruptcy Event with
            respect to Tracker Marine, L.L.C.; and


            
                                          (3)     with
            respect to BP/Tracker Competitors who sell outdoor recreational products, equipment or
            services that directly compete with the outdoor recreational products, equipment and
            services of Tracker Marine Retail, LLC, upon the occurrence of a Bankruptcy Event with
            respect to Tracker Marine Retail, LLC.


            
                                (C)     
            Restriction on Development.


            
                                          (1)     Bluegreen
            agrees, on behalf of itself and its Affiliates, that neither Bluegreen nor any of its
            Affiliates shall participate directly or indirectly in the development, construction,
            ownership, sales, franchise, license, financing, management or operation of, or enter
            into any agreement regarding, any timeshare development, Resort Interest Program,
            Fractional Interest Development or timeshare project that: (A) (i) is similar in design
            to the Big Cedar Timeshare Project or the Red Rock Bluff Timeshare Project; (ii) is
            similar in theme to the Big Cedar Timeshare Project or the Red Rock Bluff Timeshare
            Project; or (iii) contains (or will contain) timeshare estates or interests (or
            portions thereof), units or other interests that are (or will be) marketed or sold at a
            price equal to or greater than the least expensive timeshare estates or interests (or
            portions thereof), units or other interests marketed or sold at the Big Cedar Timeshare
            Property or the Red Rock Bluff Timeshare Property; and (B) which is located or proposed
            to be located within the “Restricted Area.” “Restricted
            Area” shall mean the area located within fifty (50) miles from any point of the
            Big Cedar Timeshare Property or the Red Rock Bluff Timeshare Property.


            
                                          (2)     
            If Bluegreen or any of its Affiliates commits a breach or threatens to commit a breach
            of any of the provisions of this Section 7.6(C), BCLLC, on behalf of itself and
            the Company, shall have the right and remedy, in addition to any others that may be
            available at law or in equity or under this Agreement, to have the provisions of this
            Section 7.6(C) specifically enforced by any court having equity jurisdiction, it
            being acknowledged and agreed that any such breach will cause irreparable injury to
            BCLLC and the Company and that money damages will not provide an adequate remedy. Such
            injunction shall be available without the posting of any bond or other security, and
            Bluegreen, on behalf of itself and its Affiliates


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            consents to the
            issuance of such injunction. The existing activities of Bluegreen and its Affiliates as
            of the date of this Agreement which are described in Schedule 7.6 attached
            hereto are approved exceptions to this Section 7.6(C).


            
                                          (3)     The
            restrictions set forth in this Section 7.6(C) shall terminate on the termination
            of this Agreement (as same may be extended).


            
                      Section
            7.7  Non-Competition—BCLLC.


            
                                (A)     
            Promotion of Resort Interest Program. Notwithstanding any other provision of this
            Agreement, BCLLC agrees, on behalf of itself and its Affiliates, that neither it nor
            any of its Affiliates shall sell, market, advertise, develop or promote any Resort
            Interest Program, excepting, however, the Timeshare Projects, the Bluegreen Vacation
            Club, any Bluegreen Timeshare Facility as offered by Bluegreen, and any Fractional
            Interest Development (regardless of Bluegreen involvement, but subject to Section
            7.9). Notwithstanding the foregoing, it is agreed that BCLLC and its Affiliates may
            continue to operate the projects owned or controlled by BCLLC or its Affiliates at the
            following locations: Valhalla Island, Florida; Floridian Sports Club; Welaka, Florida;
            Frying Pan River Ranch, Colorado; Komaham Lodge, British Columbia; the parcel of land
            known as the “Stonecroft” property, Missouri; or at any property owned now
            or in the future by American Sportsman Holdings Co. BCLLC shall be permitted to sell,
            develop, market, advertise or promote any whole ownership real estate
            development.


            
                                (B)     
            Termination. The restrictions set forth in Section 7.7(A) shall terminate on
            the earlier of (i) the termination of the Marketing Agreement (as same may be extended)
            or (ii) upon the occurrence of a Bankruptcy Event with respect to Bluegreen or
            Bluegreen Corporation.


            
                      Section
            7.8  BCLLC’s Right to Participate.


            
                                (A)    
            General. It is acknowledged by the Members that Bluegreen is in the business of
            developing, marketing and selling Resort Interest Programs, including timeshare
            projects. It is further acknowledged by the parties that there may arise the occasion
            where Bluegreen may consider developing a timeshare project based on the same concept
            as the Big Cedar Timeshare Project or the Red Rock Bluff Timeshare Project at other
            locations, which timeshare project will contain timeshare estates or interests (or
            portions thereof), units or other interests that will be marketed or sold at a price
            equal to or greater than the least expensive timeshare estates or interests (or
            portions thereof), units or other interests marketed or sold at the Big Cedar Timeshare
            Property or the Red Rock Bluff Timeshare Property (any such timeshare project, a
            “Proposed Project”). Bluegreen agrees that, subject to the
            limitations set forth in this Section 7.8, BCLLC shall have the exclusive,
            irrevocable and absolute right to “Participate” (as defined below) with
            Bluegreen in the development of a Proposed Project. A timeshare project shall be deemed
            to be based on the same concept as the Big Cedar Timeshare Project or the Red Rock
            Bluff Timeshare Project if it is founded upon an outdoor/wilderness/rustic theme,
            utilizing lodges and/or cabins, and using similar materials and architectural design.
            The right to “Participate” shall mean the right to co-develop and/or
            provide marketing and promotional services as such co-development or providing of
            services may be mutually agreed to by BCLLC


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            on the one hand,
            and Bluegreen on the other.


            
                                (B)     
            Limitations; Term. BCLLC’s right to Participate set forth in Section
            7.8(A) shall terminate on the earlier of (i) the termination of the Marketing
            Agreement (as same may be extended) or (ii) the occurrence of a Bankruptcy Event with
            respect to BCLLC.


            
                                (C)     
            Procedures for Exercise. If Bluegreen desires to develop a Proposed Project, then
            Bluegreen shall first offer in a written notice for BCLLC to Participate in the
            Proposed Project, specifying the terms and conditions of such Participation (the
            “Participation Offer Notice”). BCLLC shall have sixty (60) days from
            the date written notice was received to accept the offer to Participate, and if BCLLC
            does not accept the offer provided in the Participation Offer Notice within such
            period, BCLLC shall be deemed to have rejected the offer. If BCLLC does not accept such
            offer, then at the expiration of the sixty (60) day notice period (or such earlier date
            as the right to Participate has been expressly rejected in writing by BCLLC during such
            period), Bluegreen may offer the right to Participate to any Person who is not a
            BP/Tracker Competitor, provided that a binding letter of intent or similar agreement is
            entered into between Bluegreen and such Person within one hundred eighty (180) days
            after the expiration of such sixty (60) day notice period and Bluegreen does not elect
            to proceed with such Proposed Project itself without a co-development partner. If a
            binding letter of intent or similar agreement is not entered into between Bluegreen and
            such Person within one hundred eighty (180) days after the expiration of the sixty (60)
            day notice period and Bluegreen does not elect to proceed with such Proposed Project
            itself without a co-development partner, such proposed Participation shall again be
            subject to this Section 7.8 and shall require compliance by Bluegreen with the
            procedures described in this Section 7.8. Any information included in the
            Participation Offer Notice shall be maintained by BCLLC as confidential information
            which may be disclosed by BCLLC only to inform Bass Pro, Inc. and their respective
            advisors, legal counsel, consultants and senior executives who have a need to know such
            information, and otherwise be disclosed only as required by applicable Law. The
            exercise or non-exercise of the rights of BCLLC under this Section 7.8 with
            respect to any Proposed Project shall not adversely affect its rights with respect to
            subsequent Proposed Projects under this Section 7.8.


            
                      Section
            7.9  Bluegreen’s Right to Participate.


            
                                (A) 
             General. If BCLLC and/or its Affiliates develop a Fractional Interest
            Development (or develops any Resort Interest Program as otherwise may be permitted
            under this Agreement), and determines that the same is to be developed through the
            participation of an additional investor, whether by joint venture, limited liability
            company, or otherwise, then BCLLC agrees, on behalf of itself and its Affiliates, that,
            subject to the limitations set forth in this Section 7.9, Bluegreen shall have
            the exclusive, irrevocable and absolute right to Participate (as defined above) with
            BCLLC and/or its Affiliates in such Fractional Interest Development or Resort Interest
            Program, as applicable.


            
                                (B)     
            Procedures for Exercise. Any election by Bluegreen to Participate shall be
            effective only if BCLLC (or its Affiliate) and Bluegreen execute a letter of
            understanding documenting their mutual agreement as to co-development and marketing and
            promotional services as relate to the proposed Fractional Interest Development or
            Resort Interest Program within sixty (60) days after Bluegreen receives written notice
            from BCLLC (or its Affiliate) of


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            its intent to
            develop a Fractional Interest Development or Resort Interest Program. Such notice shall
            include a reasonable description of the Fractional Interest Development or Resort
            Interest Program. Such information as included in the notice shall be maintained by
            Bluegreen as confidential information which may be disclosed by Bluegreen only to its
            advisors, legal counsel, consultants and senior executives who have a need to know such
            information, and otherwise be disclosed only as required by applicable Law. If
            Bluegreen elects not to Participate or fails to execute a letter of understanding
            within sixty (60) days, then BCLLC (or its Affiliate) may proceed with such Fractional
            Interest Development or Resort Interest Program without Participation or involvement of
            Bluegreen.


            
                                (C)     
            Limitations; Term. Bluegreen’s right to Participate set forth in Section
            7.9(A) shall terminate on the earlier of (i) the termination of the Marketing
            Agreement (as same may be extended) or (ii) the occurrence of a Bankruptcy Event with
            respect to Bluegreen or BC.


            
                      Section
            7.10  Specific Rights, Authority and Obligations of the Members.


            
                                (A)     
            Marketing. Notwithstanding the other provisions hereof, Bluegreen and BCLLC shall
            cooperate to develop a mutually acceptable arrangement for the marketing and sales of
            timeshares in the Timeshare Projects. Specifically, BCLLC shall not assume day-to-day
            control of the marketing, sales, or operational aspects, or the back-of-house
            administrative activities of the timeshare business, all of which shall continue to be
            administered by Bluegreen pursuant to the terms of this Agreement and the Marketing
            Agreement; provided, however, BCLLC shall have the right to establish the
            policies, procedures and guidelines applicable to the (i) use of the Bass Pro and Big
            Cedar brands and (ii) timeshare marketing and sales activities at the Timeshare
            Projects, and the Bass Pro retail outlets to the extent such activities affect Bass
            Pro/Big Cedar customers.


            
                                (B)     
            Brand Licensing Fees and Marketing Fees. During the term of this Agreement, the
            Company shall pay to BCLLC, for the promotional, marketing and advertising services
            contemplated by this Agreement and other Approved Agreements, a “Brand
            Licensing Fee” equal to five percent (5%), and a “Marketing
            Fee” equal to four and one-half percent (4.5%), respectively, of the Net
            Sales Volume of timeshare sales of the Company at the Red Rock Bluff Timeshare Project
            and any new units that are constructed on the grounds of the Big Cedar Timeshare
            Project and sold by or on behalf of the Company, excluding however, the Building 3000
            Project; provided, however, the net effect of the Brand Licensing Fee and
            Marketing Fee shall not collectively result in granting BCLLC an effective share
            greater than forty-four percent (44%) of the Field Operating Profit of the Company
            prior to the application of the Brand Licensing Fee and the Marketing Fee.


            
                                (C)     
            Transfer of Property / Club Arrangement. Notwithstanding any other provisions
            contained herein to the contrary, Bluegreen, acting by and through any of its
            authorized representatives, is expressly authorized to transfer and convey timeshare
            interests as may exist in the Timeshare Projects to purchasers thereof and accept
            therefor instruments of indebtedness relating to the sale and transfer of such
            timeshare interests, and is further authorized to sell or pledge such instruments of
            indebtedness, including promissory notes, mortgages or deeds of trust received from
            consumer purchasers of timeshare interests, which sales or pledges


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            may be to such
            third party entities as in the discretion, from time to time, determined by Bluegreen.
            In furtherance thereof, Bluegreen may transfer, whether by sale, pledge or otherwise,
            any and all collateral related to the sale of such timeshare interests as such third
            party may request, including but not limited to consumer transaction documents relating
            to the sale of timeshare interests which accompany the deed of trust and promissory
            note related thereto. In addition, Bluegreen, acting by and through any of its
            authorized representatives, is expressly authorized to arrange and implement the
            involvement or inclusion of the Timeshare Projects in the Bluegreen Vacation Club, and
            to provide for registration, marketing and sale of the timeshare interests in the
            Timeshare Projects as a part of or otherwise affiliated with the Bluegreen Vacation
            Club.


            
                                (D)    
            Shared Expense.


            
                                          (1)     Bluegreen
            acknowledges that (i) pursuant to certain agreements executed in relation to this
            Agreement and the Original Operating Agreement, including, without limitation, that
            certain Easement Agreement dated as of June 15, 2000, by and among BCLLC, Three Johns
            Company, Bluegreen, the Big Cedar Owners’ Association, and the Company, certain
            owners of timeshare interests at the Big Cedar Timeshare Project and the Red Rock Bluff
            Timeshare Project shall have rights to be present on the premises of, and to use
            certain facilities of, the Big Cedar Lodge (the “Timeshare Owner
            Use”); (ii) such Timeshare Owner Use has directly contributed to the success
            of the Big Cedar Timeshare Project, and that the Timeshare Owner Use will continue to
            contribute to the success of the Timeshare Projects; and (iii) BCLLC has incurred and
            may incur future expenses and liabilities from time to time arising from accidents,
            injuries or other losses suffered by owners of timeshare interests at the Timeshare
            Projects as a result of the Timeshare Owner Use. In recognition of the foregoing, the
            Members agree that, in addition to any cost-sharing or indemnification that the Big
            Cedar Owners’ Association may provide to BCLLC, the Company shall, on an annual
            basis, pay to and reimburse BCLLC for 100% of all expenses or liabilities incurred by
            BCLLC as a result of the Timeshare Owner Use (net of any amounts covered by insurance
            or paid by the Big Cedar Owners’ Association).


            
                                          (2)     BCLLC
            shall maintain insurance at least equal to the insurance it presently maintains. BCLLC
            shall submit to the Company an itemized list of expenses owing to BCLLC pursuant to
            Section 7.10(D)(1) no later than thirty (30) days prior to the end of each
            Fiscal Year. The Company shall inform BCLLC of any objections to BCLLC’s itemized
            list within twenty (20) days of receipt, and shall pay, to the extent not paid by the
            Big Cedar Owners’ Association, directly to BCLLC all amounts to which there is no
            objection prior to the end of each Fiscal Year. The parties shall cooperate to come to
            an agreement as to any amounts subject to a Company objection as expeditiously as
            possible.


            
                      Section
            7.11 Records of the Company. The Company will provide the Members complete
            access to and right to audit books and records of the Company, at the sole expense of
            the Member accessing such books and records and/or conducting such audit. Bluegreen
            shall provide BCLLC with a monthly report and certification of all timeshare sales of
            the Timeshare Projects with names of the purchasers, the same being due within twenty
            (20) days of the first of each calendar month.


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            ARTICLE
            8.     TRANSFERS OF INTERESTS


            
                      Section
            8.1    Restrictions.


            
                                (A)     
            Except as provided in this Section 8.1 and each sub-part hereof, no Member may,
            without the prior consent of all of the Members, which consent may be withheld in such
            Member’s sole discretion, effect a Transfer of all or any part of his or her
            Membership Interest, provided, however, either Party may Transfer its Membership
            Interest: (i) to an Affiliate of such Member (after providing reasonable evidence to
            the Company or the other Member that the prospective Transferee is in fact an Affiliate
            to the extent the Company or the other Member requests such evidence) of the other
            Member; and (ii) to the Company in accordance with any agreement with the Company
            unanimously approved by the Management Committee. “Transfer” means
            any voluntary or involuntary transfer, sale, assignment, exchange, encumbrance,
            charging order or hypothecation or other disposition.


            
                                (B)      Voluntary
            Transfers in violation of the provisions hereof shall be void and of no effect for any
            purpose. Members who have effected Transfers of all of their Membership Interests shall
            have no further right, authority, and/or responsibility to participate in the
            management of the business and affairs of the Company.


            
                                (C)      Each
            party hereto acknowledges the reasonableness of the restrictions on Transfer imposed by
            this Agreement in view of the Company purposes and the relationship of the Members.
            Accordingly, the restrictions on Transfer contained herein shall be specifically
            enforceable. Each party hereto hereby further agrees to hold the Company and each
            Member wholly and completely harmless from any cost, liability, or damage (including
            reasonable attorneys’ fees, liabilities for income taxes, and the cost of
            enforcing this indemnity) incurred by any of such indemnified Persons as a result of a
            Transfer or an attempted Transfer by such party in violation of this
            Agreement.


            
                      Section
            8.2    Effect of Assignment; Documents.


            
                                (A)     
            Any Membership Interest transferred pursuant to the provisions of this Article 8
            shall be subject to the restrictions and obligations set forth in this Agreement and no
            Transfer of any Membership Interest otherwise permitted hereunder (except for a pledge
            or collateral assignment to another Person) shall be effective for any purpose unless
            and until the party to whom such Membership Interest is being transferred has executed
            this Agreement (as amended) and agreed to be bound by all of its terms and provisions.
            Unless otherwise expressly agreed by the Members or expressly provided herein, no
            Transfer permitted hereunder shall relieve the assignor from any of its obligations
            under this Agreement accruing prior to such Transfer.


            
                                (B)      In
            the event ownership of any Membership Interest is transferred to any other Person other
            than in accordance with the provisions set forth in this Article 8, such
            transferee shall succeed to such Membership Interest as an assignee only under the Act
            and, except for a successor permitted pursuant to Section 8.1, shall have no
            right to become a substitute Member or to participate in the management of the business
            and affairs of the Company and shall not be considered a “Member” under
            this Agreement or be a “member” as


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            that term is
            used in the Act with respect to such Membership Interest; provided,
            however, such transferee shall (1) be liable for the obligations of his or her
            assignor under this Agreement attributable to such Membership Interest; (2) be subject
            to the continuing obligations attributable to such Membership Interest under this
            Agreement; and (3) be entitled to receive the distributions attributable to such
            Membership Interest under Articles 3 and 9 and allocations of Profits and
            Losses and other items under Article 4.


            
            ARTICLE
            9.     DISSOLUTION OF THE COMPANY


            
                      Section
            9.1     Liquidation Events.


            
                                (A)     
            No act, thing, occurrence, event, or circumstance shall cause or result in the
            dissolution of the Company except that the earliest to occur of any of the following
            events (a “Liquidation Event”) shall work an immediate dissolution
            of the Company:


            
                                            (1)     December
            31, 2057;


            
                                            (2)     The
            sale or other disposition of all or substantially all of the Business
            Property;


            
                                            (3)     A
            decision to do so approved by all Members; or


            
                                            (4)     Subject
            to Section 9.2 below, any event (each a “Dissociation Event”)
            described in Section 18-801 of the Act occurring with respect to a Member;
            provided, however, the Members hereby agree that, upon the occurrence of
            (a) a permitted Transfer in accordance with the provisions of Article 8; or (b)
            a voluntary withdrawal of a Member in violation of the terms of this Agreement, the
            business and affairs of the Company shall be automatically continued by the Company and
            such event shall not constitute a Dissociation Event for purposes of this
            Agreement.


            
                                (B)     Notwithstanding
            any provision of the Act, each Member hereby covenants and agrees that the Members have
            entered into this Agreement based on their mutual expectation that all Members will
            continue as Members and carry out the duties and obligations undertaken by them
            hereunder and that, except as otherwise expressly required or permitted hereby, each
            Member covenants and agrees not to (1) take any action to dissolve the Company; (2)
            take any action that would cause a bankruptcy of such Member; (3) voluntarily withdraw
            or attempt to withdraw from the Company; (4) exercise any power under the Act to
            dissolve the Company; or (5) petition for judicial dissolution of the Company, without
            the unanimous consent of the Members not then in default hereunder.


            
                      Section
            9.2  Right to Continue Business and Affairs of Company.


            
                                (A)     Upon
            the occurrence of a Dissociation Event with respect to a Member (the
            “Dissociating Member”), the Dissociating Member shall give notice
            thereof to the other Members and such remaining Member(s) may, within the ninety (90)
            day period following such occurrence, elect, by agreement of Members collectively
            holding more than fifty percent (50%) of the Percentage Interests then held by
            non-Dissociating Members, to continue the business and affairs of the Company for the
            balance of the term hereof (it being understood that if such an


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            agreement is not
            executed within such ninety (90) day period, the Dissociation Event shall constitute a
            Liquidation Event). In the event any Member acquires knowledge of a Dissociation Event,
            that Member shall promptly give notice thereof, specifying the nature of the
            Dissociation Event and the identity of the Dissociating Member, to the Company and all
            of the other Members (including the Dissociating Member) and such notice shall be
            deemed to be notice from the Dissociating Member for purposes of this Section
            9.2(A).


            
                                (B)     
            If the remaining Member(s) so elect to continue the business and affairs of the
            Company:


            
                                           (1)     The
            Company shall not dissolve and its business and affairs shall be carried on without
            interruption, and without the necessity of the execution of any confirmatory agreement,
            under the same name and under the same terms and provisions as are set forth in this
            Agreement (as the same may be amended by the remaining Members); and


            
                                           (2)     The
            Management Committee shall take such steps and make such filings as may be required to
            reflect such Dissociation Event and the continuation of the business and affairs of the
            Company.


            
                      Section
            9.3  Distribution of Proceeds on Dissolution; Winding Up;
            Reserves.


            
                                (A)     Upon
            the occurrence of a Liquidation Event, the Company shall continue solely for the
            purposes of winding up its affairs in an orderly manner, liquidating its assets, and
            satisfying the claims of its creditors and Members and neither the Management Committee
            nor any General Manager or Member shall take any action that is inconsistent with, or
            not necessary to or appropriate for, winding up the Company’s business and
            affairs. To the extent not inconsistent with the foregoing, all covenants and
            obligations in this Agreement shall continue in full force and effect until such time
            as Dissolution Proceeds have been distributed pursuant to this Section 9.3 and
            the Company has filed a certificate of cancellation.


            
                                (B)     The
            General Manager or, if there is no General Manager, a Member appointed by the Members
            (in either case, the “Winding-Up Member”) shall be responsible for
            overseeing the winding up and liquidation of the Company. As soon as reasonably
            practical after the occurrence of a Liquidation Event, the Winding-Up Member shall file
            a notice of winding up and take such other actions as are required under the Act to
            dispose or make provision for the known and unknown claims against the Company. After
            filing the notice of winding up, the Winding-Up Member shall take full account of the
            Company’s liabilities and the Business Property, cause the Business Property to
            be liquidated as promptly as is consistent with obtaining the fair value thereof, and
            shall cause the proceeds therefrom and any other assets and funds of the Company
            (collectively, the “Dissolution Proceeds”) to the extent sufficient
            therefor, to be applied and distributed in the following order:


            
                                          (1)     First,
            to the payment of all unpaid secured indebtedness of the Company to the extent of the
            lesser of the value of the secured property or the amount of the secured
            indebtedness;


            
                                          (2)     Second,
            to the payment of the Company’s remaining indebtedness, including any Member
            Loan; and


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                                          (3)     Third,
            the balance, if any, less such reserves (“Dissolution Reserves”) as
            the Winding-Up Member reasonably determines are necessary or appropriate for
            anticipated or contingent expenses of the Company, shall be distributed to the Members
            in accordance with Section 3.1.


            
                                (C)     To
            the extent the Winding-Up Member subsequently determines Dissolution Reserves (or any
            part thereof) to be unnecessary for Company expenses, he or she shall cause such
            amounts to be distributed or paid to the Members or other Persons who would have
            received the proceeds comprising such Dissolution Reserves under this Section
            9.3 as if such proceeds had not been used to fund Dissolution Reserves.


            
                                (D)     When
            all of the remaining property and assets of the Company have been applied and
            distributed as provided in this Section 9.3, the Winding-Up Member shall file a
            certificate of cancellation as provided in the Act and take such other actions as may
            be necessary to cause the Company to withdraw from all jurisdictions where the Company
            is then authorized to transact business.


            
                      Section
            9.4  Allocations Upon Dissolution. Profits and Losses from an event causing
            dissolution pursuant to Section 9.1 shall be allocated among the Members so that
            after such allocations and the other allocations under this Agreement, to the maximum
            extent possible the final Capital Account balances of the Members are at levels which
            would permit liquidating distributions, if made in accordance with such final Capital
            Account balances, to be equal to the distributions that will occur under Section
            9.3(B)(3). To the extent that the allocation provisions of this Agreement would not
            produce such target Capital Account balances, the Members agree to take such actions as
            are reasonably necessary to amend such allocation provisions to produce such balances
            so long as such amendments are permissible under the applicable tax Law.


            ARTICLE 10.
            GENERAL


            
                      Section
            10.1  Notices/Approvals to Be In Writing. Any notice, request, approval,
            consent, demand or other communication required or permitted hereunder shall be given
            by hand delivery or sent and paid Federal Express or other overnight delivery, at the
            following addresses or such other addresses as such party hereto shall advise the
            others:


            	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        If
                        to Bluegreen:

                    	
                        4960
                        Conference Way North, Suite 100

                        Boca Raton, Florida 33431

                        Attention: David Pontius, President

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        With
                        a copy to:

                    	
                        
                        Bluegreen
                        Corporation

                        4960 Conference Way North, Suite 100

                        Boca Raton, Florida 33431

                        Attention: General Counsel

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        With
                        a copy to:

                    	
                        
                        James J. Scavo,
                        Esq.

                        Weinstock and Scavo, P.C.

                        3405 Piedmont Rd., N.E. Suite 300

                        Atlanta, Georgia 30305

                        Email: jscavo@wslaw.net

                    



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                        With
                        a copy to:

                    	
                        
                        Barry E. Somerstein,
                        Esq.

                        Ruden McClosky

                        200 East Broward Blvd

                        PO Box 1900

                        Ft. Lauderdale, Florida 33301

                        Email: barry.somerstein@ruden.com

                    



            (Delivery to
            legal counsel, however, shall not be deemed notice to Bluegreen).


            	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        If
                        to BCLLC:

                    	
                        2500
                        East Kearney Street

                        Springfield, Missouri 65898

                        Attention: Toni Miller

                        Attention: General Counsel

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        With
                        a copy to:

                    	
                        
                        Latham & Watkins
                        LLP

                        Sears Tower, Suite 5800

                        233 South Wacker Drive

                        Chicago, IL 60606

                        Attention: Michael A. Pucker

                        Email: michael.pucker@lw.com

                    



            (Delivery to
            legal counsel, however, shall not be deemed notice to BCLLC).


            
                      All
            notices shall be deemed given at the time of hand delivery or the time such is
            deposited with Federal Express or other reputable overnight delivery service for
            transmittal as aforesaid; provided, however, the time at which response
            or action in response to any notice must be given or taken shall run form the time of
            actual receipt of such notice.


            
                      Section
            10.2 Entire Agreement. This Agreement and the other agreements contemplated
            hereby, including the Approved Agreements, among the Company and any of the Members,
            constitute the entire agreement among the parties with respect to the subject matter
            hereof and supersede all prior agreements, (including the Original Operating Agreement)
            understandings and negotiations, both written and oral, between the parties with
            respect to the subject matter hereof or thereof. No representation, inducement,
            promise, understanding, condition or warranty not set forth in this Agreement or the
            Approved Agreements has been made or relied upon by any party to this Agreement. This
            Agreement is not intended to confer upon any Person other than the Members and the
            Company any rights or remedies hereunder.


            
                      Section
            10.3 Amendments. This Agreement may be amended only by agreement executed by all
            the Members.


            
                      Section
            10.4 Miscellaneous. Time is of the essence with respect to this Agreement.
            Except as herein otherwise specifically provided, this Agreement shall be binding upon
            and inure to the benefit of the parties and their legal representatives, successors and
            assigns, and no other Person shall acquire or have any right under or by virtue of this
            Agreement. Captions contained in this Agreement in no way define or limit the scope or
            intent of this Agreement. If any provision of this Agreement, or the application of any
            such provision to any Person or


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            circumstance
            shall be held to be illegal, invalid or unenforceable under present or future Laws
            effective during the term hereof, the remainder of this Agreement, or the application
            of such provision to any other Persons or circumstances, shall not be affected thereby
            and shall be construed and enforced as if such illegal, invalid, or unenforceable
            provision had never comprised a part hereof. In lieu of such illegal, invalid, or
            unenforceable provision, there shall be added automatically as a part hereof a
            provision as similar in terms to such illegal, invalid or unenforceable provision, as
            may be possible and be legal, valid and enforceable. Every exhibit, schedule and other
            appendix attached to this Agreement and referred to herein is incorporated in this
            Agreement by reference. All capitalized terms are defined herein and are used as so
            defined. This Agreement may be executed in several counterparts and all so executed
            shall constitute one Agreement, binding on all the parties hereto, notwithstanding that
            all the parties are not signatories to the original or same counterpart. Should a
            provision of this Agreement require judicial interpretation, it is agreed that the
            judicial body interpreting or construing the same shall not apply the assumption that
            the terms hereof shall be more strictly construed against one party by reason of the
            rule of construction that an instrument is to be more strictly construed against the
            party which itself, or through its agent, prepared the same, it being agreed that the
            agents of all parties have participated or had the opportunity to participate in the
            preparation of this Agreement.


            
                      Section
            10.5      GOVERNING LAW. THIS AGREEMENT SHALL BE
            GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT
            REFERENCE TO ITS INTERNAL CONFLICTS OF LAWS PRINCIPALS.


            
                      Section
            10.6      Submission to Jurisdiction. Each of the
            parties hereto irrevocably (A) agree that any legal suit, action or proceeding arising
            out of or based upon this Agreement shall be instituted only in the Federal District
            Court for the Western District of Missouri, (B) waive, to the fullest extent it may
            effectively do so, any objection which it may now or hereafter have to venue of any
            such proceeding and (C) submit to the exclusive jurisdiction of such courts in any such
            suit, action or proceeding.


            
                      Section
            10.7      Remedies.


            
                                (A)
                      If the Company or any party
            obtains a judgment against any other party by reason of breach of this Agreement, a
            reasonable attorneys’ fee as fixed by the court shall be included in such
            judgment. Any Member shall be entitled to maintain, on its own behalf or on behalf of
            the Company, any action or proceeding against any other Member or the Company
            (including, any action for damages, specific performance, or declaratory relief) for or
            by reason of breach by such party of this Agreement, notwithstanding the fact that any
            or all of the parties to such proceeding may then be Members in the Company, and
            without dissolving the Company as a limited liability company; provided,
            however, the liability of any Member or the Company for or by reason of breach
            by such party of this Agreement shall be limited as set forth herein.


            
                                (B)
                      The remedies conferred upon
            the Company or any Member in this Agreement are intended to be exclusive of any other
            remedy herein or by Law provided or permitted. No failure or delay on the part of a
            Member or the Company to exercise any right it may have in the event of an act or
            omission giving rise to a claim hereunder in accordance with


            
            43

            


            

            


            Execution
            Copy


            the terms of
            this Agreement by a Member shall prevent the exercise of such right by such Member or
            the Company at any time such Member defaulting as provided for in this Agreement, may
            continue to be so in default, and no such failure or delay shall operate as a waiver of
            any default. Notwithstanding the limitations of liability as provided for in this
            Agreement, each party to this Agreement agrees that the Members would be irreparably
            damaged if any of the provisions of this Agreement are not performed in accordance with
            their specific terms and that monetary damages would not provide an adequate remedy in
            such event. Accordingly, it is agreed that, in addition to the remedies to which the
            non-breaching Members may be entitled in accordance with the terms hereof the
            non-breaching Members shall be entitled to injunctive relief to prevent breaches of the
            provisions of this Agreement and specifically to enforce the terms and provisions
            hereof in any action instituted in any court of the United States or any state thereof
            having subject matter jurisdiction thereof.


            
                      (C)
                 No waiver by a Member or the Company of any breach of
            this Agreement shall be deemed to be a waiver of any other breach of any kind or nature
            and no acceptance of payment or performance by a Member or the Company after any such
            breach shall be deemed to be a waiver of any breach of this Agreement whether or not
            such Member or the company knows of such breach at the time it accepts such payment or
            performance.


            
                      (D)
                 In the event of any dispute or disagreement between the
            Members, such party shall give written notification of such dispute or disagreement to,
            if such party is BCLLC or any their Affiliates, John M. Maloney, Jr., or the person
            then performing the duties at Bluegreen currently performed by John M. Maloney, Jr.,
            (“Bluegreen CEO”) and if such party is Bluegreen, acting as
            Bluegreen, Bluegreen Affiliates or the Company, to James A. Hagale or the person then
            performing the duties at BCLLC currently performed by James A. Hagale (together with
            the Bluegreen CEO, the “CEOs”); and (iii) the CEOs shall communicate
            with each other promptly with a view to resolving such dispute or disagreement within
            ninety (90) days of commencing any negotiations (or such extended period as the CEOs
            agree is appropriate in any such case). The foregoing shall be a condition precedent to
            applicability of the remedies set forth in this Section 10.7. During any period
            of such communications, all services prior to any claimed default shall continue
            without any alteration or modification, except as acceptable to the party receiving
            such services.


            
                      Section
            10.8      Representations and Warranties. Each Member
            warrants, represents, agrees and acknowledges: (1) that it has adequate means of
            providing for its current needs and foreseeable future contingencies, and anticipates
            no need now or in the foreseeable future to sell its Membership Interest; (2) that it
            acquired its Membership Interest for its own account as a long-term investment and
            without a present view to make any distribution, resale or fractionalization thereof;
            (3) that it and its independent counselors have such knowledge and experience in
            financial and business matters that they are capable of evaluating the merits and risks
            of the investment involved in its acquisition of its Membership Interest and they have
            evaluated the same; (4) that it is able to bear the economic risks of such investment;
            (5) that it and its independent counselors have made such investigation of the Company
            (including its business prospects and financial condition) and the Members have had
            access to all information regarding the Company and the Members, and have had an
            opportunity to ask all of the questions regarding the Company and the Members as they
            deem necessary to fully evaluate its investment therein; (6) that in connection with
            its acquisition of its Membership Interest, it has been fully


            44

            


            

            


            Execution
            Copy


            informed by its
            independent counsel as to the applicability of the requirements of the Securities Act
            of 1933 and all applicable state securities or “blue-sky” laws to its
            Membership Interest; (7) that it understands that (a) its Membership Interest is not
            registered under the Securities Act or any state securities law; (b) there is no market
            for its Membership Interest and that it will be unable to transfer its Membership
            Interest unless such is so registered or unless the transfer complies with an exemption
            from such registration (evidence of which must be satisfactory to counsel for the
            Company); (c) such Membership Interest cannot be expected to be readily transferred or
            liquidated; (d) its acquisition of a Membership Interest in the Company involves a high
            degree of risk; and (e) that no representations are or have been made to it by the
            Management Committee, any Member, or their respective representatives as to any tax
            advantages which may inure to its benefit or as to the Company’s status for tax
            purposes, and that it has relied upon its independent counsel with respect to such
            matters.


            
                      Section
            10.9      Financial Reporting. In addition to the
            requirements set forth in Section 5.1(A), the Management Committee shall
            periodically, and at no time less than quarterly, establish financial reporting in
            respect to the Company, which financial reporting shall be delivered to BCLLC and
            Bluegreen, and which financial reporting shall be a compilation of sales of timeshare
            interests, income arising therefrom, and expenses of the Company, inclusive of
            marketing, sales and operating expenses. Such financial reporting shall include an
            income statement, balance sheet or other information as may be reasonably
            required.


            
                      Section
            10.10      Confidentiality; Public
            Announcements.


            
                                (A)
                        Each Member
            covenants and agrees (i) to receive and hold in strict confidence all Proprietary
            Information received by such Member, its Affiliates and/or representatives and to use
            such Proprietary Information only in connection with the businesses of the Company and
            such Member’s investment therein, and (ii) to cause its representatives and
            Affiliates, including any members of the Management Committee, to comply with the
            preceding clause (i).


            
                                (B)
                        Section
            10.10(A) hereof shall not apply to any Proprietary Information which a Member can
            establish to have: (i) been disclosed by such Member with the Company’s prior
            written consent; (ii) become generally available to the public other than as a result
            of disclosure by such Member in breach of this Section 10.10 or any other
            obligations of confidentiality that a Member may have to the Company; (iii) been
            independently developed by such Member outside the scope of agreements with the Company
            through Persons (including any representatives of such Member) who have not had actual
            knowledge of such Proprietary Information; (iv) been rightfully obtained by such Member
            from a third party without knowledge that such third party is obligated to protect its
            confidentiality; provided that such Member has used all reasonable efforts to determine
            whether such third party has any such obligation; (v) been obligated to be produced or
            disclosed pursuant to applicable law, provided that such Member seeks appropriate
            protective relief from all or part of such disclosure; or (vi) been used in connection
            with litigation between the parties.


            
                                (C)
                        Any publicity
            release, advertisement, filing, public statement or announcement made, regarding this
            Agreement or any of the transactions contemplated hereby, or BCLLC or any of its
            Affiliates is to be first reviewed by, and must be reasonably satisfactory


            45

            


            

            


            Execution
            Copy


            to, BCLLC and
            Bluegreen. The parties agree that, notwithstanding the foregoing, Bluegreen Corporation
            may make public disclosure as required by law, including press releases and SEC
            filings, related to its interest in the Company of the following information: (i) the
            Company’s publicly disclosed development plans, (ii) previously publicly
            disclosed results and comparative information, including revenues on quarterly and
            annual basis, and (iii) financial results on quarterly and annual basis.


            
                                (D)
                        Notwithstanding
            the foregoing, BC or Bluegreen may use information regarding the performance of the
            Company’s receivables portfolio in connection with disclosing its performance as
            a servicer of receivables in related matters.


            [Remainder of
            Page Intentionally Left Blank]


            46

            


            

            


            
                                IN
            WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective
            Date.


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        
                        BLUEGREEN VACATIONS
                        UNLIMITED, INC.

                    	
                         

                    
	
                         

                    	
                         

                    	
                        a
                        Florida corporation

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        
                        By: 

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                        

                    	
                         

                    
	
                         

                    	
                         

                    	
                        
                        Please Print
                        Name: 

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                        

                    	
                         

                    
	
                         

                    	
                         

                    	
                        
                        Its:

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                        

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        
                        BIG CEDAR,
                        L.L.C.,

                    	
                         

                    
	
                         

                    	
                         

                    	
                        a
                        Missouri limited liability company

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        By:
                        Bass Pro Group, LLC, a Delaware limited

                    	
                         

                    
	
                         

                    	
                         

                    	
                        
                        liability company, its
                        Sole Member

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                        
                        By: 

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                        

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                        Toni
                        M. Miller

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                        Vice
                        President, Chief Financial Officer &

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                        
                        Treasurer

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        
                        Solely with respect to
                        Section 2.6,

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        
                        BLUEGREEN
                        CORPORATION,

                    	
                         

                    
	
                         

                    	
                         

                    	
                        a
                        Massachusetts corporation

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                        
                        By:

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                        

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                        
                        Please Print
                        Name:

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                         

                    	
                        
                        Its:

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                        

                    	
                         

                    


            

            


            

            


            Schedule
            1


            Expenses of
            Bluegreen


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        RED ROCK / MPI
                        PROPERTY

                    
	
                        

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        Invoices paid by
                        Bluegreen Corp with respect to MPI Property Purchase

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        
                        Date

                    	
                         

                    	
                        
                        Payee

                    	
                         

                    	
                        
                        Amt

                    	
                         

                    	
                        
                        Description

                    
	
                        

                    	
                        

                    	
                        

                    	
                        

                    	
                        

                    	
                        

                    	
                        

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        
                        6/29/2007

                    	
                         

                    	
                        Virginia
                        Polinski

                    	
                         

                    	
                        
                        596.87

                    	
                         

                    	
                        Kinco’s Plat
                        Copies

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        
                        7/23/2007

                    	
                         

                    	
                        Ruden
                        McClosky

                    	
                         

                    	
                        
                        15,580.20

                    	
                         

                    	
                        Long Creek
                        Campground Lease Assumption (Boat Slips

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        
                        11/9/2007

                    	
                         

                    	
                        Neale &
                        Newman

                    	
                         

                    	
                        
                        1,095.50

                    	
                         

                    	
                        Opinion Ltr, Zoning,
                        S&M, Land Use

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        
                        11/16/2007

                    	
                         

                    	
                        Weinstock &
                        Scavo

                    	
                         

                    	
                        
                        5,330.00

                    	
                         

                    	
                        Assoc. Articles of
                        Incorp/Bylaws, Plats Declaration

                    
	
                        
                        11/30/2007

                    	
                         

                    	
                        The Conference
                        Group

                    	
                         

                    	
                        
                        34.55

                    	
                         

                    	
                        Teleconference
                        Call

                    
	
                        
                        10/31/2007

                    	
                         

                    	
                        JP Morgan Chase
                        Bank

                    	
                         

                    	
                        
                        17,806.50

                    	
                         

                    	
                        Legal fee with
                        closing of loan

                    
	
                        
                        10/19/2007

                    	
                         

                    	
                        JP Morgan Chase
                        Bank

                    	
                         

                    	
                        
                        38,032.54

                    	
                         

                    	
                        Loan Interest
                        Payment

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                        

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        Amts Pd by
                        Bluegreen

                    	
                         

                    	
                        
                        78,476.16

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                        

                    	
                         

                    	
                         

                    


            

            


            

            


            Schedule
            2


            Approved
            Agreements


            
                      1.          Amended
            and Restated Marketing & Promotions Agreement dated as of December 31, 2007, by and
            among BCLLC, Bluegreen, the Company, and the other parties thereto.


            
                      2.          Amended
            and Restated Operational Services and Integration Agreement, dated as of December 31,
            2007, by and among BCLLC, Bluegreen, and Big Cedar Resort Club Owners Association,
            Inc.


            
                      3.          Amended
            and Restated Servicing Agreement, dated as of December 31, 2007, by and among Bluegreen
            Corporation, the Company and BCLLC.


            
                      4.          Amended
            and Restated Administrative Services Agreement, dated as of December 31, 2007, by and
            among Bluegreen, the Company and BCLLC.


            
                      5.          Easement
            Agreement by and among BCLLC, the Company, and the Big Cedar Resort Club Owners
            Association, Inc., dated as of June 15, 2000.


            
                      6.          Easement
            Agreement by and among BCLLC, the Company and the Big Cedar Resort Club Owners
            Association, Inc., to be executed by the parties within 30 days of the date
            hereof.


            
                      7.          Construction
            Management Agreement, by and among Bass Pro, Inc. and the Company, to be executed by
            the parties within 30 days of the date hereof.

            


            

            


            Schedule
            7.6


            Excepted
            Bluegreen Activities


            Sale of timeshare
            interests at Falls Village Resort, located in Branson, Missouri and Horizons by
            Marriott Vacation Club at Branson, located in Branson, Missouri.


            1

            


            

            


            EXHIBIT
            A


            
            MEMBERS


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        
                        Member Name and

                        Address

                    	
                         

                    	
                        
                        November 30, 2007
                        Capital Account

                    	
                         

                    	
                        
                        Member

                        Loans1

                    	
                         

                    	
                        
                        Percentage
                        Interest

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        Bluegreen
                        Vacations

                        Unlimited, Inc.

                    	
                         

                    	
                         

                    	
                         

                    	
                        
                        $22,543,723
                        (Book)

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                        
                        $78,476.16

                    	
                         

                    	
                         

                    	
                        
                        51

                    	
                        %

                    	
                         

                    
	
                        4960 Conference
                        Way

                        North

                        Suite 100

                        Boca Raton, Florida 33431

                    	
                         

                    	
                         

                    	
                         

                    	
                        
                        $26,487,838
                        (Tax)

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        Big Cedar,
                        L.L.C.

                    	
                         

                    	
                         

                    	
                         

                    	
                        
                        $21,786,316
                        (Book)

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                        
                        $0

                    	
                         

                    	
                         

                    	
                        
                        49

                    	
                        %

                    	
                         

                    
	
                        2500 East Kearney
                        Street

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        Springfield, MO
                        65898

                    	
                         

                    	
                         

                    	
                         

                    	
                        
                        $25,575,759
                        (Tax)

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    


            


            	
                         

                    
	
                        

                        

                    
	
                         

                    
	
                        
                        1
                        In accordance with
                        Section 2.2 of this Agreement, Member Loans do not include normal course
                        receivables and payables.

                    



            A-1

            


            

            


            EXHIBIT
            B


            BIG CEDAR
            TIMESHARE PROPERTY


            B-1

            


            

            


            EXHIBIT
            C


            RED ROCK BLUFF
            PROPERTY


            C-1

            


            

            


            EXHIBIT
            D


            RED ROCK BLUFF
            BUSINESS PLAN


            D-1

            


            

            


            EXHIBIT
            E


            MASTER USE AND
            DEVELOPMENT PLAN – RED ROCK BLUFF


            E-1

            


            

            


            EXHIBIT
            F


            BUSINESS
            PLAN


            F-1

            


            

            


            EXHIBIT
            G


            ANNUAL
            BUDGET


            G-1