Excution
            Copy


            AMENDED AND
            RESTATED

            MARKETING AND PROMOTIONS AGREEMENT

            

            December 31, 2007

            


            

            


            TABLE OF
            CONTENTS


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        
                        ARTICLE I -
                        DEFINITIONS

                    	
                         

                    	
                        
                        2

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        
                        Section 1.1

                    	
                        
                        Definitions

                    	
                         

                    	
                        
                        2

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        
                        ARTICLE II - MARKETING
                        AND PROMOTION OF BLUEGREEN’S TIMESHARE FACILITIES
                                 AND THE TIMESHARE
                        PROJECTS

                    	
                         

                    	
                        
                        7

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        
                        Section 2.1

                    	
                        
                        General

                    	
                         

                    	
                        
                        7

                    
	
                         

                    	
                        
                        Section 2.2

                    	
                        
                        Term

                    	
                         

                    	
                        
                        7

                    
	
                         

                    	
                        
                        Section 2.3

                    	
                        Bass
                        Pro Catalog

                    	
                         

                    	
                        
                        8

                    
	
                         

                    	
                        
                        Section 2.4

                    	
                        Bass
                        Pro Shops

                    	
                         

                    	
                        
                        9

                    
	
                         

                    	
                        
                        Section 2.5

                    	
                        
                        Website
                        Links

                    	
                         

                    	
                        
                        14

                    
	
                         

                    	
                        
                        Section 2.6

                    	
                        
                        Mailing
                        Lists

                    	
                         

                    	
                        
                        17

                    
	
                         

                    	
                        
                        Section 2.7

                    	
                        Big
                        Cedar Lodge

                    	
                         

                    	
                        
                        21

                    
	
                         

                    	
                        
                        Section 2.8

                    	
                        
                        Signage

                    	
                         

                    	
                        
                        22

                    
	
                         

                    	
                        
                        Section 2.9

                    	
                        
                        Tradenames and
                        Marks

                    	
                         

                    	
                        
                        23

                    
	
                         

                    	
                        
                        Section 2.10

                    	
                        
                        Preferential
                        Treatment

                    	
                         

                    	
                        
                        28

                    
	
                         

                    	
                        
                        Section 2.11

                    	
                        
                        Proprietary
                        Information

                    	
                         

                    	
                        
                        28

                    
	
                         

                    	
                        
                        Section 2.12

                    	
                        
                        Other Promotional
                        Agreements and Channels

                    	
                         

                    	
                        
                        28

                    
	
                         

                    	
                        
                        Section 2.13

                    	
                        Lead
                        Generation Programs

                    	
                         

                    	
                        
                        29

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        
                        ARTICLE III -
                        RESTRICTIONS

                    	
                         

                    	
                        
                        30

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        
                        Section 3.1

                    	
                        
                        Restriction on BP/BC
                        Marketing Channels

                    	
                         

                    	
                        
                        30

                    
	
                         

                    	
                        
                        Section 3.2

                    	
                        
                        Restriction on
                        Bluegreen Marketing Channels

                    	
                         

                    	
                        
                        30

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        
                        ARTICLE IV - GENERATION
                        COMMISSION

                    	
                         

                    	
                        
                        31

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        
                        Section 4.1

                    	
                        
                        Generation
                        Commission

                    	
                         

                    	
                        
                        31

                    
	
                         

                    	
                        
                        Section 4.2

                    	
                        
                        Annual
                        Prepayments

                    	
                         

                    	
                        
                        32

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        
                        ARTICLE V - PERMITTED
                        USE; CONTENT; APPROVAL RIGHTS

                    	
                         

                    	
                        
                        33

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        
                        Section 5.1

                    	
                        
                        Permitted
                        Use

                    	
                         

                    	
                        
                        33

                    
	
                         

                    	
                        
                        Section 5.2

                    	
                        
                        Content and Approval
                        Rights

                    	
                         

                    	
                        
                        34

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        
                        ARTICLE VI -
                        INDEMNIFICATION / LIMITATION OF LIABILITY

                    	
                         

                    	
                        
                        35

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        
                        Section 6.1

                    	
                        
                        Indemnification—Bluegreen

                    	
                         

                    	
                        
                        35

                    
	
                         

                    	
                        
                        Section 6.2

                    	
                        
                        Indemnification
                        –The Company

                    	
                         

                    	
                        
                        35

                    
	
                         

                    	
                        
                        Section 6.3

                    	
                        
                        Indemnification –
                        Service Provider

                    	
                         

                    	
                        
                        35

                    
	
                         

                    	
                        
                        Section 6.4

                    	
                        
                        Limitation of
                        Liability

                    	
                         

                    	
                        
                        35

                    



            
            i

            


            

            


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        
                        ARTICLE VII -
                        MISCELLANEOUS

                    	
                         

                    	
                        
                        36

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        
                        Section 7.1

                    	
                        
                        GOVERNING
                        LAW

                    	
                         

                    	
                        
                        36

                    
	
                         

                    	
                        
                        Section 7.2

                    	
                        
                        Submission to
                        Jurisdiction

                    	
                         

                    	
                        
                        36

                    
	
                         

                    	
                        
                        Section 7.3

                    	
                        
                        Remedies

                    	
                         

                    	
                        
                        36

                    
	
                         

                    	
                        
                        Section 7.4

                    	
                        
                        Notice/Default

                    	
                         

                    	
                        
                        37

                    
	
                         

                    	
                        
                        Section 7.5

                    	
                        
                        Notices

                    	
                         

                    	
                        
                        37

                    
	
                         

                    	
                        
                        Section 7.6

                    	
                        
                        Assignment

                    	
                         

                    	
                        
                        39

                    
	
                         

                    	
                        
                        Section 7.7

                    	
                        
                        Confidentiality

                    	
                         

                    	
                        
                        39

                    
	
                         

                    	
                        
                        Section 7.8

                    	
                        Good
                        Faith Cooperation, Negotiation, Operation and Performance

                    	
                         

                    	
                        
                        39

                    
	
                         

                    	
                        
                        Section 7.9

                    	
                        
                        Severability

                    	
                         

                    	
                        
                        39

                    
	
                         

                    	
                        
                        Section 7.10

                    	
                        
                        Counterparts

                    	
                         

                    	
                        
                        40

                    
	
                         

                    	
                        
                        Section 7.11

                    	
                        
                        Entire
                        Agreement

                    	
                         

                    	
                        
                        40

                    
	
                         

                    	
                        
                        Section 7.12

                    	
                        
                        Construction

                    	
                         

                    	
                        
                        40

                    
	
                         

                    	
                        
                        Section 7.13

                    	
                        No
                        Condition Precedent

                    	
                         

                    	
                        
                        40

                    
	
                         

                    	
                        
                        Section 7.14

                    	
                        Time
                        is of the Essence

                    	
                         

                    	
                        
                        40

                    
	
                         

                    	
                        
                        Section 7.15

                    	
                        
                        Consideration

                    	
                         

                    	
                        
                        40

                    



            List of
            Exhibits


            	
                         

                    	
                         

                    
	
                        
                        Exhibit A-1

                    	
                        Bass
                        Pro Trademarks, Trade Names, Service Marks, Proprietary Marks, Logos and
                        Unique Signs

                    
	
                        
                        Exhibit A-2

                    	
                        Big
                        Cedar Trademarks, Trade Names, Service Marks, Proprietary Marks, Logos and
                        Unique Signs

                    
	
                        
                        Exhibit B-1

                    	
                        Big
                        Cedar Timeshare Project Property Description

                    
	
                        
                        Exhibit B-2

                    	
                        Red
                        Rock Bluff Property Description

                    
	
                        
                        Exhibit C

                    	
                        
                        Prospect Track (to be
                        revised within 30 days)

                    



            ii

            


            

            


            AMENDED AND
            RESTATED

            MARKETING AND PROMOTIONS AGREEMENT


            
                      
            THIS AMENDED AND RESTATED MARKETING AND PROMOTIONS AGREEMENT (this
            “Agreement”) is made and entered into as of this 31st day of
            December, 2007 by and among Big Cedar, L.L.C., a Missouri limited liability company
            (“Big Cedar”), Bass Pro, Inc., a Delaware corporation
            (“Bass Pro”), Bass Pro Outdoor World, L.L.C., a Missouri limited
            liability company (“BPOW”), Bass Pro Outdoors Online, L.L.C., a
            Missouri limited liability company (“BP Online”), BPS Catalog, L.P.,
            a Missouri limited partnership (“BPS Catalog”), Bass Pro Trademarks,
            L.L.C., a Missouri limited liability company (“BP Trademarks”),
            World Wide Sportsman, Inc., a South Carolina corporation (“WW
            Sportsman”), Bass Pro Shops Canada, Inc., an Ontario corporation
            (“BPS Canada”), Bass Pro Shops Canada (Calgary), Inc., a Canada
            corporation (“BPS Canada Calgary”), BPIP, LLC, a Virginia limited
            liability company, (“BPIP”), Tracker Marine, L.L.C., a Missouri
            limited liability company (“Tracker Marine”), Bluegreen Vacations
            Unlimited, Inc., a Florida corporation (“Bluegreen”), and
            Bluegreen/Big Cedar Vacations, LLC, a Delaware limited liability company (the
            “Company”). Each of Big Cedar, Bass Pro, BPOW, BP Online, BPS
            Catalog, BP Trademarks, WW Sportsman, BPS Canada, BPS Canada Calgary and BPIP are
            sometimes referred to herein as a “Service Provider,” and they are
            sometimes collectively referred to herein as the “Service
            Providers.” Each of Bluegreen and the Company are sometimes referred to
            herein as an “Advertiser,” and they are sometimes collectively
            referred to herein as the “Advertisers.”


            
            WITNESSETH


            
                      
            WHEREAS, Big Cedar, Bass Pro, Bluegreen, and the Company previously entered into
            that certain Marketing and Promotions Agreement dated as of June 16, 2000 (the
            “Original M&P Agreement”), which provided for an arrangement by
            which Big Cedar, Bass Pro and certain Affiliates of Bass Pro provided to Bluegreen and
            certain Affiliates of Bluegreen, promotional, marketing and advertising
            services;


            
                      
            WHEREAS, Big Cedar and Bluegreen are members of the Company, and the Company has
            acquired certain real property adjacent to the Big Cedar Timeshare Project (as defined
            herein) 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 the Red Rock Bluff Property and the
            construction and development of the Building 3000 Project and the Red Rock Bluff
            Timeshare Project, Big Cedar, Bass Pro, Bluegreen, the Company and the other parties
            hereto now desire to amend and restate the Original M&P 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 parties hereby agree as follows:


            ARTICLE I -
            DEFINITIONS


            
                      Section
            1.1    Definitions.


            
                                (a)       As
            used herein, the following terms have the following meanings:


            
                                            (i)     
            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.
            Except as used in Section 2.11, Affiliates of the Service Providers shall only
            include Bass Pro and any controlled subsidiary of Bass Pro. Affiliates of Bluegreen
            shall only include Bluegreen Corporation and any controlled subsidiary of Bluegreen
            Corporation.


            
                                            (ii)    
            Approved Alternative Marketing Programs shall mean, certain additional marketing
            programs which from time to time may be determined by the Company to be in the best
            interests of the Company. Such programs may include, but not be limited to, sponsorship
            of NASCAR events and/or Drivers.


            
                                            (iii)   
            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 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 sixty (60)
            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, 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.


            2

            


            

            


            
                                          (iv)     
            Bass Pro Catalog means those certain retail catalogs published seasonally by BPS
            Catalog.


            
                                          (v)      
            Bass Pro Mailing List means the lists of the names and mailing addresses of the
            customers and clients of Bass Pro and its subsidiaries as are customarily kept by BP
            Trademarks; provided, however, the Bass Pro Mailing List shall only
            include such information to the extent it is available and permitted to be shared with
            others pursuant to applicable law. The Bass Pro Mailing List shall include such
            customers and clients as now exist or hereafter may exist subject to such limitations
            as may otherwise be set forth herein.


            
                                          (vi)     
            Bass Pro Marks means those certain trademarks, trade names, service marks,
            proprietary marks, logos and unique signs or marks owned by BP Trademarks and
            identified on Exhibit A-1 hereto.


            
                                          (vii)    
            Bass Pro Shops means those certain retail stores operated by Bass Pro, BPOW, WW
            Sportsman, BPS Canada, BPS Canada (Calgary) or Affiliates of Bass Pro, known as
            “Bass Pro Shops,” “Bass Pro Outdoor World,” Bass Pro
            Sportsman’s Warehouse,” and “Bass Pro Shops White River
            Outpost,” and they are each individually referred to herein as a Bass Pro
            Shop.


            
                                          (viii)   
            Bass Pro Website means that certain internet website owned and operated by BP
            Online, and located at the top level domain name basspro.com.


            
                                          (ix)     
            Big Cedar Lodge means that certain resort facility known as the Big Cedar Lodge
            located in Ridgedale, Taney County, Missouri, which as of the date hereof is owned and
            operated by Big Cedar.


            
                                          (x)      
            Big Cedar Mailing List means the lists of the names and mailing addresses of the
            customers and clients of Big Cedar, including occupants of the Big Cedar Lodge, as are
            customarily kept by Big Cedar; provided, however, the Big Cedar Mailing
            List shall only include such information to the extent it is available and permitted to
            be shared with others pursuant to applicable law. The Big Cedar Mailing List shall
            include such customers and clients as now exist or hereafter may exist subject to such
            limitations as may otherwise be set forth herein.


            
                                          (xi)     
            Big Cedar Marks means those certain trademarks, trade names, service marks,
            proprietary marks, logos and unique signs or marks owned by Big Cedar and identified on
            Exhibit A-2 hereto.


            
                                          (xii)    
            Big Cedar Timeshare Project means that certain timeshare project developed or to be
            developed by the Company, inclusive of the Building 3000 Project, located contiguous to
            the Big Cedar Lodge in Taney County, Missouri, which timeshare project is located or is
            to be located on that certain property described on Exhibit B-1
            hereto.


            
                                          (xiii)   
            Big Cedar Timeshare Website means that certain internet website owned and operated
            by the Company, designed to advertise, market and promote the Timeshare Projects, and
            located at the top-level domain name wildernessclubatbigcedar.com.


            3

            


            

            


            
                                          (xiv)     
            Bluegreen Mailing List means the lists of the names and mailing addresses of the
            customers and clients of Bluegreen and its Affiliates, including (without limitation)
            owners of timeshare interests in Bluegreen’s Timeshare Facilities, as are
            customarily kept by Bluegreen and its Affiliates; provided, however, the
            Bluegreen Mailing List shall only include such information to the extent it is
            available and permitted to be shared with others pursuant to applicable law. The
            Bluegreen Mailing List shall include such customers and clients as now exist or
            hereafter may exist subject to such limitations as may otherwise be set forth
            herein.


            
                                          (xv)     
            Bluegreen Website means that certain internet website owned and operated by
            Bluegreen, and located at the top-level domain name bluegreenvacations.com.


            
                                          (xvi)     
            Bluegreen Timeshare Website means that certain internet website Bluegreen has
            created and developed, which has been designed to advertise, market and promote
            Bluegreen’s Timeshare Facilities, located at the top-level domain name
            bluegreenonline.com.


            
                                          (xvii)    
            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.


            
                                          (xviii)   
            Bluegreen’s Timeshare Facilities means the Resort Interest Programs,
            including but not limited to the Bluegreen Vacation Club, designed, developed, marketed
            and/or sold by Bluegreen or its Affiliates, excluding the Timeshare Projects, whether
            such facilities now exist or may from time to time exist in the future.


            
                                          (xix)     
            BP/Tracker Competitor means any Person that engages in, whether as shareholder,
            partner, member, manager, independent contractor, consultant, agent, principal,
            creditor, or otherwise, or is an Affiliate of a Person that engages in, the sale of
            hunting, fishing, camping, marine and/or boating products, equipment or services that
            directly compete with the products, equipment and services sold by Bass Pro, Tracker
            Marine or Tracker Marine Retail, LLC, or their respective subsidiaries,
            provided, however, that a BP/Tracker Competitor shall not include any
            Person that sells hunting, fishing, camping, marine and/or boating products, equipment
            or services as an incidental part of its business. Sales shall be deemed
            “incidental” to a Person’s business if sales of hunting, fishing,
            camping, marine and/or boating products, equipment or services amount to less than 50%
            of such Person’s revenues. Examples of BP/Tracker Competitors include, but are
            not limited to, Cabela’s, Gander Mountain and Sportsman’s Warehouse. For
            purposes of clarity, Sports Authority, Dick’s Sporting Goods, as they are
            currently constituted, and similar sporting goods companies, would not be deemed to be
            a BP/Tracker Competitor.


            
                                          (xx)      
            Building 3000 Project means that certain portion of the Big Cedar Timeshare Project
            currently referred to as “Building 3000” to be developed by the Company in
            accordance with the terms of the Operating Agreement, which is further described on
            Exhibit B-1 hereto.


            4

            


            

            


            
                                          (xxi)     
            Competing Resort shall mean any seller, marketer, developer, exchange company, club
            or lead generator, together with any officer, director, employee, member, shareholder,
            partner, trustee or relative within the third degree of kindred of any of the
            foregoing, or any other person or entity which is controlled by any of the foregoing,
            or any partner, member, shareholder, trustee or beneficiary of any of the foregoing, as
            respects any timeshare resort or resort interest development, together with any party
            or entity that may be in competition with Bluegreen or any Bluegreen Affiliate,
            excepting, however, Bluegreen and any Bluegreen Affiliate. For purposes of this
            Agreement, the Timeshare Projects and any Fractional Interest Development shall not be
            deemed Resort Interest Programs “in direct competition with Bluegreen or its
            Affiliates.”


            
                                          (xxii)    
            Fractional Interest Development means 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.


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


            
                                          (xxiv)   
            Mailing Lists means the Bass Pro Mailing List, the Big Cedar Mailing List and the
            Bluegreen Mailing List, collectively.


            
                                          (xxv)    
            Marks means Big Cedar Marks and Bass Pro Marks.


            
                                          (xxvi)   
            Net Sales Volume means the dollar amount of gross annual sales of timeshare
            interests less the aggregate dollar amount of purchaser cancellations, rescissions,
            equity trade allowances, and defaults.


            
                                          (xxvii)  
            Operating Agreement means that certain Amended and Restated Operating Agreement of
            Company, dated as of the date hereof, by and between Bluegreen and Big
            Cedar.


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


            
                                          (xxix)   
            Preferential Treatment means preferred and preferential pricing on a “most
            favored nation” basis with respect to any and all fees, costs, price reductions,
            rebates, allowances, expenses or charges as might be offered to any other Person, not
            an Affiliate of any of the Service Providers or Tracker Marine or its Affiliates or
            Tracker Marine Retail, LLC or its Affiliates, and at all times at least as favorable to
            the best pricing offered to any other Person, not an Affiliate of any of the Service
            Providers, Tracker Marine or its Affiliates or Tracker Marine Retail, LLC or its
            Affiliates.


            5

            


            

            


            
                                          (xxx)     
            Red Rock Bluff Property means that certain property, more particularly described in
            Exhibit B-2 hereto, purchased by the Company for the development of the Red Rock
            Bluff Timeshare Project.


            
                                          (xxxi)     
            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 of
            the Operating Agreement.


            
                                          (xxxii)   
            Resort Interest Program means 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.


            
                                          (xxxiii)  
            Timeshare Projects means 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 from time to time.


            
                                          (xxxiv)  
            Tracker Website means that certain internet website owned and operated by Tracker
            Marine, and located at the top level domain name trackerboats.com.


            
                                (b)     Each
            of the following terms shall have the meaning assigned to such term in the Section
            indicated:


            	
                         

                    	
                         

                    
	
                        
                        Term

                    	
                        
                        Section

                    
	
                        

                    	
                        

                    
	
                        
                        Advertisers

                    	
                        
                        Preamble

                    
	
                        
                        Advertising
                        Space

                    	
                        
                        2.3(a)

                    
	
                        
                        Agreement

                    	
                        
                        Preamble

                    
	
                        
                        Annual
                        Prepayment

                    	
                        
                        4.2(a)

                    
	
                        BG
                        Mailing List Licensee

                    	
                        
                        2.6(c)

                    
	
                        Big
                        Cedar Mailing List License

                    	
                        
                        2.6(b)

                    
	
                        Big
                        Cedar Marks License

                    	
                        
                        2.9(b)

                    
	
                        
                        Bluegreen
                        CEO

                    	
                        
                        7.3(d)

                    
	
                        
                        Bluegreen Hyperlink
                        License

                    	
                        
                        2.5(b)(i)

                    
	
                        
                        Bluegreen Mailing List
                        License

                    	
                        
                        2.6(c)

                    
	
                        BP
                        Hyperlink License

                    	
                        
                        2.5(a)(i)

                    
	
                        
                        BP/BC Marketing
                        Channels

                    	
                        
                        2.1

                    
	
                        BP
                        Icon

                    	
                        
                        2.5(b)(ii)

                    
	
                        BP
                        Marks License

                    	
                        
                        2.9(a)

                    
	
                        BP
                        Mailing List License

                    	
                        
                        2.6(a)

                    
	
                        
                        CEOs

                    	
                        
                        7.3(d)

                    



            
            6

            


            

            


            	
                         

                    	
                         

                    
	
                        
                        Term

                    	
                        
                        Section

                    
	
                        

                    	
                        

                    
	
                        
                        Commission
                        Report

                    	
                        
                        4.1(b)

                    
	
                        
                        Concierge
                        Desk

                    	
                        
                        2.7(c)

                    
	
                        
                        Floor Space
                        License

                    	
                        
                        2.4(a)

                    
	
                        
                        Generation
                        Commission

                    	
                        
                        4.1(a)

                    
	
                        
                        Intellectual
                        Property

                    	
                        
                        2.11

                    
	
                        
                        Licensed
                        Space

                    	
                        
                        2.4(a)

                    
	
                        
                        Mailing List
                        Intermediary

                    	
                        
                        2.6(a)(i)

                    
	
                        
                        Original M&P
                        Agreement

                    	
                        
                        Recitals

                    
	
                        
                        Post-Termination
                        Generation Commissions

                    	
                        
                        4.2(f)

                    
	
                        
                        Resort Icon

                    	
                        
                        2.5(a)(ii)

                    
	
                        
                        Service
                        Provider(s)

                    	
                        
                        Preamble

                    
	
                        Shop
                        Licensor

                    	
                        
                        2.4(a)

                    
	
                        
                        Shortfall

                    	
                        
                        4.2(g)

                    
	
                        
                        Submission
                        Date

                    	
                        
                        2.3(b)

                    
	
                        
                        Tracker Icon

                    	
                        
                        2.5(b)(ii)

                    
	
                        
                        Utility
                        Service

                    	
                        
                        2.4(j)

                    



            ARTICLE II -
            MARKETING AND PROMOTION OF BLUEGREEN’S

            TIMESHARE FACILITIES AND THE TIMESHARE PROJECTS


            
                      Section
            2.1     General. During the term of this Agreement, the
            Service Providers shall provide the promotional, marketing and advertising services
            described in this Article II, including, without limitation, the Advertising
            Space, the Floor Space License, the Big Cedar Mailing List License, the BP Mailing List
            License, the Big Cedar Hyperlink License, the BP Hyperlink License, the Big Cedar Marks
            License, the BP Marks License, use of Big Cedar Lodge as described in Section
            2.7, and placement of signage as described in Section 2.8 (collectively
            referred to herein as the “BP/BC Marketing Channels”), to Bluegreen
            for the benefit of Bluegreen’s Timeshare Facilities, and to the Company for the
            benefit of the Timeshare Projects. The BP/BC Marketing Channels shall be provided in
            the amount and quantities and at such times as specified in this Agreement, subject to
            the restrictions, limitations and conditions set forth in this Agreement.


            
                      Section
            2.2     Term. The initial term of this Agreement shall
            expire on January 1, 2015. This Agreement shall automatically renew for additional one
            (1) year periods on January 1 each subsequent year unless one party delivers written
            notice of intent to terminate this Agreement to the other parties on or before
            September 1 of the preceding year. Notwithstanding the foregoing, if Big Cedar has not
            received the Annual Prepayment (defined below) for the year 2015 or any succeeding year
            on or before January 1 of each such renewal year (or within ten (10) days thereafter),
            any Service Provider may elect to terminate this Agreement for all purposes and with
            respect to all parties at any time upon written notice to the Advertisers.


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                      Section
            2.3      Bass Pro Catalog.


            
                                (a)
                     Advertising. During the
            term of this Agreement, BPS Catalog agrees to make advertising, marketing and promotion
            copy space within each Bass Pro Catalog (the “Advertising Space”)
            routinely and consistently available to the Advertisers as would be commercially
            reasonable. The Advertising Space shall be used by the Advertisers solely for
            advertising, marketing and promotion relating to or connected with the Timeshare
            Projects and Bluegreen’s Timeshare Facilities; provided, however,
            that the Advertising Space shall be used to give priority to promotion of the Timeshare
            Projects, and the Timeshare Projects’ inclusion in the Bluegreen Vacation Club
            over promotion of Bluegreen’s Timeshare Facilities. The size and placement of the
            Advertising Space shall be as determined by BPS Catalog, but will be sufficient to
            establish prominent marketing support for the Timeshare Projects and Bluegreen’s
            Timeshare Facilities, and at least one full page per Bass Pro Catalog shall be
            available to the Advertisers. While the Advertising Space shall be made available by
            BPS Catalog, nothing herein contained shall require the Advertisers to use the
            Advertising Space on each and every occasion.


            
                                (b)
                     Terms of Advertising. BPS
            Catalog agrees to notify Bluegreen at least ninety (90) days before the date necessary
            for submission of an advertisement for publication (“Submission
            Date”) in each of the Bass Pro Catalogs. Bluegreen agrees to submit a copy of
            its advertising copy, together with all layouts, cuts, mats and electrotypes, intended
            for publication, at least thirty (30) days in advance of the Submission Date. If BPS
            Catalog notifies Bluegreen ninety (90) days before the Submission Date and Bluegreen
            fails to submit a copy of its advertising for publication to BPS Catalog at least
            thirty (30) days in advance of the Submission Date, then BPS Catalog will not be
            obligated to insert the advertisement in the applicable Bass Pro Catalog, unless
            otherwise agreed by the BPS Catalog and Bluegreen. Bluegreen acknowledges that BPS
            Catalog requires significant lead times to plan and paginate Bass Pro Catalogs.
            Therefore, once Bluegreen submits a copy of its advertising for publication, Bluegreen
            shall be responsible for all costs associated with publication of such advertisement as
            described in Section 2.3(c), without refund. Within five (5) days after the
            publication of each Bass Pro Catalog in which Bluegreen or the Company has placed an
            advertisement, BPS Catalog shall furnish Bluegreen with three (3) copies of such Bass
            Pro Catalog. All positions are at the option of BPS Catalog. Under no circumstances can
            any claim for adjustment, refund or re-insertion be allowed because of the position in
            which an advertisement has been published or inserted. It is the sole responsibility of
            the Advertisers to check the correctness of each insertion of an advertisement.
            Advertisements submitted after the deadline for proof service are submitted at the
            Advertiser’s own risk, and Service Providers shall have no liability for errors
            or omissions in such Advertisements. Service Providers assume no responsibility for the
            repetition of errors in advertising ordered for more than one insertion, unless
            notified before the printing closing time on the same day an error occurs.


            
                                (c)
                     Consideration; Expenses.
            The Advertising Space shall be made available to the Advertisers at no further cost or
            expense to the Advertisers, and BPS Catalog agrees that the Advertising Space has been
            paid for in full so long as the Advertisers comply with their obligations set forth in
            this Agreement, including, without limitation, the timely payment by Bluegreen of
            Generation Commissions; provided,however, that the Advertisers agree to
            pay BPS Catalog publication costs in relation to the Advertisers’ use of the
            Advertising Space, which shall include direct cost of postage, printing, paper,
            creative color separation, bind-ins, and


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            service bureau
            charges and a fair and reasonable allocation of administrative overhead, at cost, and
            without markup, on a Preferential Treatment Basis, which payments shall be due within
            thirty (30) days after receipt of proof of insertion and publication in the Bass Pro
            Catalog and the invoice for publication costs.


            
                                (d)
                     Restrictions. During the
            term of this Agreement, except as otherwise provided herein, the Service Providers
            shall not allow, accept, publish, print, include or authorize any advertising,
            marketing or promotional material in any of the Bass Pro Catalogs, or other respective
            catalogs or publications published by the Service Providers, which reference, promote
            or relate to any Competing Resort; provided, however, that the Service
            Providers may accept advertisements or promotions in their respective catalogs, which
            advertisements or promotions may include therein the name of an enterprise and its
            respective property, so long as such advertisements or promotions do not promote,
            advertise or market Resort Interest Programs relating to such enterprise or prospects
            respecting the foregoing, nor does such advertisement or promotion constitute a Resort
            Interest Program advertisement, nor do the properties included in such advertisements
            constitute a Resort Interest Program. Nothing herein contained shall limit the right of
            the Service Providers to sell their retail products in stores, via the internet, and
            through catalogs to other purchasers, even though such purchasers may be in competition
            with the Company or Bluegreen (such entities including, but not limited to, Opryland,
            Disney World, John Q. Hammons Industries and other similar enterprises). The Service
            Providers may advertise such companies and other resorts in Bass Pro Shops, on the Bass
            Pro Website and within the Bass Pro Catalogs, so long as the Service Providers do not
            promote or market Resort Interest Programs of such companies, nor do the resorts
            advertised include or contain any Resort Interest Programs nor efforts to market Resort
            Interest Programs.


            
                      Section
            2.4      Bass Pro Shops.


            
                                (a)
                     Grant of License. During
            the term of this Agreement, Bass Pro (on behalf of itself and any Affiliate of Bass Pro
            that may operate a Bass Pro Shop in the future), BPOW, WW Sportsman, BPS Canada and BPS
            Canada Calgary (each, a “Shop Licensor,” and collectively, the
            “Shop Licensors”) hereby grant, bargain and exchange unto the
            Advertisers, during the term of this Agreement, a limited, non-exclusive license (the
            “Floor Space License”) to use floor space, including kiosk space, in
            each Bass Pro Shop (the “Licensed Space”)for marketing and promotion
            of the Timeshare Projects and Bluegreen’s Timeshare Facilities, on the terms and
            conditions set forth herein. The Advertisers hereby accept the Floor Space License. The
            Floor Space License shall apply to existing and future Bass Pro Shops. The Floor Space
            License is granted by Bass Pro for those Bass Pro Shops that are operated by Bass Pro
            or that will be operated by Bass Pro or an Affiliate of Bass Pro in the future; the
            Floor Space License is granted by each other Shop Licensor for those Bass Pro Shops
            that are operated by such Shop Licensor.


            
                                (b)
                     Floor Space.


            
                                              
            (i)          The total amount of Licensed
            Space available in each existing Bass Pro Shop in which floor space was licensed to the
            Advertisers pursuant to the Original M&P Agreement shall be equal to the amount of
            floor space currently used by the Advertisers. The total amount of Licensed Space
            available in all other Bass Pro Shops shall be as mutually agreed


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            by the
            Advertisers and the applicable Shop Licensor, provided that the amount of
            Licensed Space available in each Bass Pro Shop shall be no less than one hundred (100)
            square feet and no greater than one thousand (1000) square feet, used singularly or in
            multiple separate areas in and throughout each Bass Pro Shop. The configuration of the
            Licensed Spaces shall be determined by the Advertisers and the Shop Licensors as may
            mutually be agreed from time to time.


            
                                              
            (ii)          All Licensed Spaces shall be
            located to effectively promote, market and advertise the Timeshare Projects and
            Bluegreen’s Timeshare Facilities. Licensed Spaces may be used for establishment
            of kiosks, interactive computers, a stepped marketing track or program through which
            prospective consumers may proceed, or such alternative similar uses as may be
            determined by the Advertisers. The location of the kiosks, computers, marketing tracks
            or similar uses, shall not interfere with the customary and normal retail operations of
            the applicable Bass Pro Shop. Any modifications regarding the location of the floor
            space and the foregoing particulars (i.e., kiosks, interactive computers, marketing
            track, etc.) inconsistent with the schematic plan referenced above shall only occur
            upon approval of the applicable Shop Licensor, whose approval shall not be unreasonably
            withheld or denied. Except as otherwise provided in this Section 2.4, including,
            without limitation, Section 2.4(f), all potential sales prospects who are
            originated from contact at any of such Licensed Spaces shall not be limited to
            marketing or sales for any particular or specific Bluegreen Timeshare Facility or the
            Timeshare Projects.


            
                                (c)
                     Additional Space. In
            addition to the Licensed Space specified in Section 2.4(b)(i), the Shop
            Licensors agree that additional Licensed Spaces in each Bass Pro Shop may be made
            available to the Advertisers on terms to be negotiated on a store-by-store basis, upon
            request by the Advertisers to the applicable Shop Licensor for such additional Licensed
            Spaces; provided, such additional space shall not interfere with the customary
            normal operations of any Bass Pro Shop and shall only be available upon establishment
            that the existing Licensed Space is effectively inducing prospects in respect to
            timeshare sales. Any additional Licensed Space provided pursuant to this Section
            2.4(c) shall be made available in the applicable Store Licensor’s sole
            discretion.


            
                                (d)
                     Purpose of Floor Space
            License. The Floor Space License is limited to the operation of an area from which
            the Advertisers may market, promote and otherwise solicit interest in respect to
            acquisition of timeshare interests in the Timeshare Projects or Bluegreen’s
            Timeshare Facilities, as limited by Section 2.4(f).


            
                                (e)
                     Exclusivity /
            Non-Exclusivity. Except as otherwise specifically provided herein, the Floor Space
            License shall be non-exclusive to the Advertisers, and the Shop Licensors reserve the
            right to use the Bass Pro Shops in respect of any product or service. Nothing in this
            Agreement shall prevent any Shop Licensor from granting any other licenses for the use
            of the floor space in Bass Pro Shops or from permitting others to use floor space
            within Bass Pro Shops in any manner whatsoever, provided, however, that,
            during the term of this Agreement, no floor space in any Bass Pro Shop shall be
            provided, made available or offered to any Competing Resort or any operator or marketer
            thereof for the purpose of marketing, promoting or soliciting timeshare interests or
            prospects therefor.


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                                (f)
                     Radius Restriction.
            Notwithstanding anything herein to the contrary, beginning at such time as there are
            timeshare units available for sale at the Big Cedar Timeshare Project (including
            Building 3000) or the Red Rock Bluff Timeshare Project, and continuing until such time
            as 90% or more of the timeshare interests in the Big Cedar Timeshare Project (including
            the Building 3000 Project) and 90% or more of the timeshare interests in the Red Rock
            Bluff Timeshare Project have been sold, the Bass Pro Shops located in Springfield,
            Missouri and Branson, Missouri shall not be used to promote or market any Bluegreen
            Timeshare Facility located within 50 miles of the Timeshare Projects, including,
            without limitation, the Falls Village Resort located in Branson, Missouri.


            
                                (g)
                     Use of Licensed Space. The
            Floor Space License shall authorize the Advertisers to operate during the regular
            business hours of each Bass Pro Shop. The Advertisers’ method of conducting
            business shall at all times be in keeping with and not inconsistent with or detrimental
            to the operation of each Bass Pro Shop by the Shop Licensors.


            
                                (h)
                     Personnel. All personnel
            staffing the Licensed Space will be employed by Bluegreen. The business to be conducted
            by the Advertisers under the Floor Space License shall at all times be adequately
            staffed with competent personnel. In no event shall the operators or employees of the
            Advertisers engage in “high pressure salesmanship” in the solicitation or
            marketing to customers. Activities of the Advertisers and their personnel conducted
            pursuant to the Floor Space License shall be in a manner not offensive to the customers
            of the Shop Licensors, and in compliance with all applicable requirements of law.
            Advertisers and their personnel shall not use endorsements or testimonials of any
            Service Provider, any Affiliate of a Service Provider or any Person controlling a
            Service Provider, and shall not represent to potential customers that any Service
            Provider, any Affiliate of a Service Provider or any Person controlling a Service
            Provider recommends the Timeshare Projects or Bluegreen’s Timeshare Facilities.
            The Advertisers shall each indemnify and defend the Service Providers from any losses,
            damages, lawsuits or other claims resulting from the violation by personnel of an
            Advertiser of the requirements set forth in this Section 2.4(h) or violations of
            law by personnel of the Advertisers within a Bass Pro Shop pursuant to the Floor Space
            License.


            
                                (i)
                     Shop Licensors Rights to
            Approve Personnel. Notwithstanding anything to the contrary in this Agreement, the
            Shop Licensors shall have the right to approve decisions by the Advertisers relating to
            personnel working in any Bass Pro Shop pursuant to the Floor Space License, including
            the right, upon written notice to the applicable Advertiser, to direct removal of any
            individual employee, consultant or other agent of the Advertisers from any Bass Pro
            Shop for good cause shown, including, but not limited to, Shop Licensors believing that
            the individual employee’s actions are detrimental to the respective Bass Pro
            Shop.


            
                                (j)
                     Utilities and Services.
            The Shop Licensors agree that each Bass Pro Shop will be made available to the
            Advertisers in a condition that will provide air conditioning, lighting, heating, water
            and toilet facilities and electrical service (“Utility Service”).
            The Shop Licensors shall, during the term of this Agreement, promptly pay all costs and
            expenses accruing or payable in connection with such Utility Service, except in the
            event such costs or expenses relate to improvements made by the Advertisers with
            respect to the Licensed Spaces. The Advertisers shall be responsible for expenses of
            telephone services and computer services to the areas in which the Advertisers exercise
            their business under the Floor Space License.


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                                (k)
                     Telephone Lines. The Shop
            Licensors acknowledge that telephone services are available to each Bass Pro Shop. The
            Advertisers shall bear the expense of extending the telephone service as necessary or
            convenient for the Advertisers’ business, pursuant to the terms of the Floor
            Space License, including acquisition costs of telephones and computers and installation
            of telephones or additional facilities or improvements, including computers.


            
                                (l)
                     Alterations and Additions.
            Neither Advertiser shall make any alterations, decorations, modifications or
            improvements in furtherance of its business under the Floor Space License unless such
            Advertiser has submitted the plans and specifications showing the design, type, style,
            color and materials to the applicable Shop Licensor, and the applicable Shop Licensor
            has given prior written approval. The Shop Licensors will exercise reasonable
            discretion in determining these requirements. Any alterations, decorations, additions,
            installations or improvements made by the Advertisers shall, at the discretion of the
            Shop Licensors become the property of the Shop Licensors upon termination of the Floor
            Space License, provided that the foregoing shall not apply to personal property
            such as telephones, computers, etc. Any equipment or personal property of the
            Advertisers within a Bass Pro Shop shall not become or at any time be considered a
            fixture of a Bass Pro Shop, regardless of the means by which it may be attached to the
            premises. If the applicable Shop Licensor directs the Advertisers to remove any and all
            such alterations, decorations, additions, installations or improvements made at a Bass
            Pro Shop, the Advertisers shall so remove the alterations, decorations, additions,
            installations or improvements at their respective sole cost and expense and make all
            repairs necessary to restore the premises to the original condition at the time of
            commencement of the Floor Space License.


            
                                (m)
                     Insurance / Risk of Loss.
            At all times during the term of the Floor Space License, the Advertisers shall, at
            their sole cost and expense, keep all of the Advertisers’ inventory of product,
            merchandise and contents and all of Advertisers’ improvements, furniture,
            equipment and fixtures within the licensed space insured against loss or damage by fire
            and the hazards covered by broad-form extended coverage clauses as well as coverage
            against loss of the merchandise within the Licensed Space due to theft or embezzlement
            in an amount at least equal to the replacement value thereof. At all times during the
            term of the Floor Space License, the Advertisers shall provide, at Advertisers’
            cost and expense, policies of commercial general liability insurance insuring the Shop
            Licensors and Advertisers against claims for injury and wrongful death occurring within
            the Licensed Space. Advertisers shall indemnify and hold Shop Licensors harmless from
            and against all liabilities, obligations, losses, damages and claims, actions, suits
            and proceedings, charges and expenses, including reasonable attorneys’ fees,
            which may be imposed upon or incurred by or asserted against Shop Licensors in respect
            of any use or condition of the Licensed Space or attributed to Advertisers’ use
            thereof. The Advertisers shall provide the Shop Licensors with certificates of
            insurance on an annual basis verifying the insurance required hereunder and all such
            policies shall name the applicable Shop Licensor as an additional insured thereunder
            and shall waive all rights of subrogation against the Shop Licensor.


            
                                (n)
                     Destruction of Premises.
            In the event that a Bass Pro Shop is damaged or destroyed during the term of this
            Agreement to the extent that it cannot be put into tenantable condition by the
            applicable Shop Licensor within one hundred eighty (180) days after damage or
            destruction, the Advertisers shall have the right to suspend operations under the Floor
            Space


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            License for that
            specific Bass Pro Shop. The Shop Licensors shall not be responsible for replacement,
            repairing or restoring any merchandise, fixtures or equipment installed by the
            Advertisers or that are otherwise the property of the Advertisers which may be damaged
            or destroyed in such event.


            
                                (o)
                     Maintenance. The Shop
            Licensors shall be responsible for and furnish normal janitorial services for each Bass
            Pro Shop, including the Licensed Space, on a regular basis, as often as necessary to
            keep the premises in a neat, clean and presentable condition consistent with the
            remainder of the Bass Pro Shop in which the Floor Space License is exercised by the
            Advertisers.


            
                                (p)
                     Eminent Domain. If during
            the term of this Agreement the whole or any part of any Bass Pro Shop is acquired or
            condemned by eminent domain, then the Floor Space License shall terminate and cease as
            to such Bass Pro Shop on the date of the title vesting in such proceeding, and the
            Advertisers shall not have any claim against the applicable Shop Licensor or the owner
            of the property (if other than the applicable Shop Licensor), nor the condemning
            authority for the value of the Floor Space License; provided that if the
            condemnation is partial, then the foregoing shall apply only if the Bass Pro Shop is
            unsuitable for the business of the Advertisers. In the event of the partial taking or
            condemnation that is not extensive enough to render the Bass Pro Shop unsuitable for
            business (which decision shall be determined by the Shop Licensors) then the Floor
            Space License shall continue in full force and effect.


            
                                (q)
                     Interest of the
            Advertisers. The interests, rights and responsibilities of the Advertisers under
            the Floor Space License are solely as nonexclusive licensees. The Shop Licensors and
            their respective designees shall have the unconditional right and privilege to enter
            the Licensed Spaces at any time, and the Shop Licensors retain possession, ownership or
            leasehold interest (as applicable), control, occupancy and use of the Licensed Spaces.
            The Floor Space License is in all respects subordinate to any lease or sublease
            applicable to any of the Bass Pro Shops. No real property is leased or subleased to the
            Advertisers by the Floor Space License, and the Floor Space License shall not create
            any estate, right, title or interest in real property or vest the Advertisers with any
            other property rights to or in the Licensed Space. The Advertisers shall have no rights
            as a tenants or subtenants of the Licensed Space. The rights conferred by the Floor
            Space License are personal to the Advertisers and shall not be construed to run with
            the land.


            
                                (r)
                     Consideration; Expenses.
            The Floor Space License is granted to the Advertisers at no further cost or expense to
            the Advertisers, and the Shop Licensors agree that the Floor Space License has been
            paid for in full so long as the Advertisers comply with their obligations set forth in
            this Agreement, including, without limitation, the timely payment by Bluegreen of
            Generation Commissions; provided, however, that the Company agrees to pay
            the actual expenses incurred by the Advertisers as provided in this Section 2.4
            in relation to the Bass Pro Shop located in Springfield, MO, including for telephones
            (and telephone usage) and/or additional facilities or improvements, including
            computers, installed in or operating from the Licensed Spaces, and staff personnel, and
            provided further, that the Advertisers agree to pay the actual expenses
            incurred by the Advertisers as provided in this Section 2.4 in relation to all
            other Bass Pro Shops, including for telephones (and telephone usage) and/or additional
            facilities or


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            improvements,
            including computers, installed in or operating from the Licensed Spaces, and staff
            personnel.


            
                      Section
            2.5     Website Links.


            
                                (a)
                   Bass Pro Website.


            
                                            
            (i)      Grant of License. During the term of this
            Agreement, BP Online hereby grants to each of the Advertisers, a worldwide, royalty
            free, non-exclusive license to establish hyperlinks from the Bass Pro Website as
            further provided in this Section 2.5(a) (the “BP Hyperlink
            License”), which shall be on the terms and subject to the conditions set
            forth in this Agreement.


            
                                            
            (ii)      Links from Bass Pro Website. Pursuant to the
            BP Hyperlink License, during the Term of this Agreement, BP Online shall maintain an
            icon on the Bass Pro Website identified as “Resorts” (or such other icon as
            is mutually acceptable to Bluegreen, the Company, Bass Pro and BP Online) (hereinafter
            “Resort Icon”). Upon clicking the Resort Icon by an internet
            user:


            
                                                        
            (A)      an additional icon shall exist to provide direct
            access to the Big Cedar Timeshare Website. In addition, if the Bass Pro Website
            contains a search box feature, internet user(s) shall by use of the search box feature
            be given an option to choose the icon for the Big Cedar Timeshare Website. Upon
            accessing the icon for the Big Cedar Timeshare Website, internet user(s) shall be
            directly linked to the Big Cedar Timeshare Website.


            
                                                        
            (B)      an additional icon shall exist to provide direct
            access to the Bluegreen Timeshare Website. In addition, if the Bass Pro Website
            contains a search box feature, internet user(s) shall by use of the search box feature
            be given an option to choose the icon for the Bluegreen Timeshare Website. Upon
            accessing the icon for the Bluegreen Timeshare Website, internet user(s) shall be
            directly linked to the Bluegreen Timeshare Website.


            
                                                        
            (C)      an additional icon shall exist to provide direct
            access to the Bluegreen Website. In addition, if the Bass Pro Website contains a search
            box feature, internet user(s) shall by use of the search box feature be given an option
            to choose the icon for the Bluegreen Website. Upon accessing the icon for the Bluegreen
            Website, internet user(s) shall be directly linked to the Bluegreen Website.


            
                                            
            (iii)      The BP Hyperlink License shall also permit
            Bluegreen to establish on the Bluegreen Website an icon and link to the Bass Pro
            Website and to internet information concerning the Timeshare Projects, inclusive of use
            of the Bass Pro Marks and Big Cedar Marks, subject to the approval of BP Trademarks or
            Big Cedar as provided in Section 2.9(c), to reflect such connection.


            
                                            
            (iv)      Exclusivity / Non-Exclusivity. Except as
            otherwise specifically provided herein, the BP Hyperlink License shall be non-exclusive
            to the Advertisers and BP Online reserves the right to use the Bass Pro Website in
            respect of any product or service. Nothing in this Agreement shall prevent BP Online
            from granting any other licenses for the use of the Bass Pro Website or from utilizing
            the Bass Pro Website or permitting the Bass Pro


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            Website to be
            utilized by others in any manner whatsoever; provided, however, BP Online
            agrees that it shall not grant any other licenses for use of the Bass Pro Website for
            the purpose of developing, marketing, promoting or advertising any Competing Resort,
            except as may otherwise be expressly provided for in this Agreement or otherwise agreed
            by the Advertisers.


            
                                            
            (v)      Consideration; Expenses. The BP Hyperlink
            License is granted to the Advertisers at no further cost or expense to the Advertisers,
            and BP Online agrees that the BP Hyperlink License has been paid for in full so long as
            the Advertisers comply with their obligations set forth in this Agreement, including,
            without limitation, the timely payment by Bluegreen of Generation Commissions;
            provided, however, that Bluegreen shall pay the actual expenses
            reasonably incurred by BP Online in the establishment of such hyperlinks and reasonable
            incremental costs associated with future changes in the internet platform.


            
                                
            (b)       Bluegreen Website.


            
                                            
            (i)      During the term of this Agreement, Bluegreen hereby
            grants to BP Online and Tracker Marine, a worldwide, royalty free, non-exclusive
            license to establish hyperlinks from the Bluegreen Website as further provided in this
            Section 2.5(b) (the “Bluegreen Hyperlink License”) which
            shall be on the terms and subject to the conditions set forth in this
            Agreement.


            
                                            
            (ii)      Links from Bluegreen Website. Pursuant to the
            Bluegreen Hyperlink License, Bluegreen shall maintain on the Bluegreen Website an icon
            to identify the Bass Pro Website (“BP Icon”) and an icon to identify
            the Tracker Website (the “Tracker Icon”) as are mutually acceptable
            to BP Online, Tracker Marine and Bluegreen. Upon clicking on the BP Icon or the Tracker
            Icon, internet user(s) will be provided direct access to the Bass Pro Website or the
            Tracker Website, respectively. In addition, if the Bluegreen Website contains a search
            box feature, internet user(s) shall be given an option to link to the Bass Pro Website
            or the Tracker Website through a separate BP Icon or Tracker Icon if they search BASS
            PRO, TRACKER or any similar term through such feature.


            
                                            
            (iii)      Consideration; Expenses. The Bluegreen
            Hyperlink License is granted to BP Online and Tracker Marine at no further cost or
            expense to BP Online or Tracker Marine, and Bluegreen agrees that the Bluegreen
            Hyperlink License has been paid for in full so long as the Service Providers comply
            with their obligations set forth in this Agreement; provided, however,
            that BP Online and Tracker Marine shall pay the actual expenses reasonably incurred by
            Bluegreen in the establishment of such hyperlinks and reasonable incremental costs
            associated with future changes in the internet platform.


            
                                            
            (iv)      Discontinuation. Tracker Marine and BP Online
            may request that the BP Icon and/or the Tracker Icon, and all links to the Bass Pro
            Website and the Tracker Website be removed from the Bluegreen Website at any time. Upon
            receipt of a written request for such removal, Bluegreen shall promptly, but in any
            event not more than three business days after receipt, comply with such request;
            provided, however, that Tracker Marine and BP Online shall pay the actual
            expenses reasonably incurred by Bluegreen in the removal of the BP Icon and Tracker
            Icon and removal of the related hyperlinks.


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                                (c)
                 Insurance. Bluegreen, the Company and BP Online
            shall have obtained within one hundred twenty (120)days after the date hereof, and
            shall maintain at all subsequent times during the term of this Agreement, at their sole
            cost and expense, cyber liability insurance coverage, which shall include, without
            limitation, privacy liability coverage (including for non-electronic security breaches)
            and regulatory liability coverage (including for breaches of state and federal privacy
            statutes and regulations such as the Fair and Accurate Credit Transaction Act of 2003),
            in such amounts and with such specific coverages as shall be commercially reasonable,
            provided that such insurance can be obtained on commercially reasonable terms at a cost
            not to exceed $100,000 per year, and to the extent that such costs would exceed
            $100,000 per year then such insurance shall either be scaled back so that it can be
            obtained within such price parameters or shall not be required to be
            obtained..


            
                                (d)
                 Affirmation Obligations. BP Online and the
            Advertisers agree at all times during the term of this Agreement: (i) the quality of
            their respective websites shall not be less than the quality that exists as of the date
            hereof; (ii) they shall each maintain a technologically capable web site utilizing
            state-of-the-art or legally required internet security protocol and encryption
            technology to secure electronic commerce transactions and to prevent unauthorized
            interception of transmitted data, along with appropriate notices to internet users and
            consumers; (iii) they shall not permit links to pornographic, lewd, immoral or sexually
            suggestive websites from their respective websites; and (iv) BP Online shall not permit
            any links from the Bass Pro Website to websites maintained by or on behalf of any
            Competing Resort, and Bluegreen shall not permit any links from the Bluegreen Website
            or the Bluegreen Timeshare Website to websites maintained by or on behalf of any
            BP/Tracker Competitor.


            
                                (e)
                 Representations and Warranties.


            
                                          (i)
                 BP Online.


            
                                                   (A)
                 BP Online hereby represents and warrants to the
            Advertisers as of the date hereof and through the term of this Agreement that: (i) BP
            Online has the power and authority to enter into and perform its obligations under this
            Agreement; (ii) BP Online owns or has permission to use the Bass Pro Website and all
            intellectual property rights therein; (iii) to its knowledge, the Bass Pro Website does
            not contain any content, materials, data, work, trade or service mark, trade name,
            links, advertising or services that actually or potentially violate any applicable law
            or regulations or infringe or misappropriate any proprietary, intellectual property,
            contract or tort right of any Person; and (iv) BP Online has secured the appropriate
            rights, under applicable state and federal law to grant the BP Hyperlink
            License.


            
                                                   
            (B)      BP Online shall indemnify and hold harmless the
            Advertisers from any and all damages, losses, claims, causes of action, or injury
            arising out of a breach of the representations and warranties set forth in Section
            2.5(e)(i)(A) or of the covenants set forth in Section 2.5(d).


            
                                          (ii)
                 Bluegreen.


            
                                                   
            (A)      Bluegreen hereby represents and warrants to the
            Service Providers as of the date hereof and through the term of this Agreement that:
            (i) Bluegreen has


            16

            


            

            


            the power and
            authority to enter into and perform its obligations under this Agreement; (ii)
            Bluegreen owns the Bluegreen Website and the Bluegreen Timeshare Website and all
            intellectual property rights therein; (iii) the Bluegreen Website and the Bluegreen
            Timeshare Website do not contain any content, materials, data, work, trade or service
            mark, trade name, links, advertising or services that actually or potentially violate
            any applicable law or regulations or infringe or misappropriate any proprietary,
            intellectual property, contract or tort right of any person; and (iv) Bluegreen has
            secured the appropriate rights, under applicable state and federal law to grant the
            Bluegreen Hyperlink License.


            
                                             
            (B)      Bluegreen shall indemnify and hold harmless the
            Service Providers from any and all damages, losses, claims, causes of action, or injury
            arising out of a breach of the representations and warranties set forth in Section
            2.5(e)(ii)(A) or of the covenants set forth in Section 2.5(d).


            
                                
            (f)         Effect of Termination or
            Expiration. Upon termination or expiration of this Agreement, the BP Hyperlink
            License and Bluegreen Hyperlink License shall immediately and automatically terminate.
            In such event, BP Online and Bluegreen shall terminate all hyperlinks between the Bass
            Pro Website and the Tracker Website on one hand, and the Bluegreen Website, the
            Bluegreen Timeshare Website and the Big Cedar Timeshare Website on the other
            hand.


            
                      Section
            2.6      Mailing Lists.


            
                                (a)
                    Bass Pro Mailing List. During
            the term of this Agreement, BP Trademarks does hereby grant a non-exclusive, limited
            license (the “BP Mailing List License”) to the Advertisers to use
            the Bass Pro Mailing List as is now or hereafter possessed, used, obtained or compiled
            by BP Trademarks solely for the purpose of marketing and promotion of the Timeshare
            Projects and Bluegreen’s Timeshare Facilities; provided, however,
            such use must also be in compliance with all applicable laws governing the use of such
            information, including, but not limited to any privacy laws applicable to such
            information.


            
                                              (i)
                 Access Rights. Use of the Bass Pro Mailing List
            and enjoyment of the BP Mailing List License by the Advertisers shall be administered
            by BP Trademarks or through a third party intermediary (a “Mailing List
            Intermediary”), in the discretion of BP Trademarks. The Advertisers shall
            collectively have the right to access the Bass Pro Mailing List for the purposes
            described herein twelve (12) times each calendar year for the term hereof commencing
            with calendar year 2008. If an Advertiser desires to access the Bass Pro Mailing List,
            such Advertiser shall provide written notice and an example of the proposed
            distribution materials to BP Trademarks, requesting that BP Trademarks distribute such
            materials to the persons on the Bass Pro Mailing List. No Advertiser shall have the
            right to review the Bass Pro Mailing List or any names on the Bass Pro Mailing List.
            Subject to approval of the materials by Bass Pro as provided in Section 5.2, BP
            Trademarks shall, or shall engage a Mailing List Intermediary to, distribute the
            materials received from the Advertiser to the persons on the Bass Pro Mailing List
            within 30days after receipt of written notice and the distribution materials from the
            Advertiser. An Advertiser shall have no rights in the information of any person on the
            Bass Pro Mailing List until such person does business with such Advertiser.


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            (ii)      Representations and Warranties. BP Trademarks
            represents and warrants to the Advertisers that the Bass Pro Mailing List is owned by
            BP Trademarks and that BP Trademarks has the power and authority to enter into and
            perform its obligations under the BP Mailing List License. BP Trademarks agrees to
            indemnify and hold harmless the Advertisers from any and all damages, losses, claims,
            causes of action or injury arising out of a breach of the representations and
            warranties set forth in this Section 2.6(a)(ii).


            
                                               
            (iii)      Exclusivity / Non-Exclusivity. Except as
            otherwise specifically provided herein, the BP Mailing List License shall be
            non-exclusive to the Advertisers and BP Trademarks reserves the right to use the Bass
            Pro Mailing List in respect of any product or service. Nothing in this Agreement shall
            prevent BP Trademarks from granting any other licenses for the use of the Bass Pro
            Mailing List or from utilizing the Bass Pro Mailing List or permitting the Bass Pro
            Mailing List to be utilized by others in any manner whatsoever; provided,
            however, during the term of this Agreement, BP Trademarks shall not make the
            Bass Pro Mailing List available to any Competing Resort or any operator of any
            Competing Resort.


            
                                               
            (iv)     Consideration; Expenses. The BP Mailing List
            License is granted to the Advertisers at no further cost or expense to the Advertisers,
            and BP Trademarks agrees that the BP Mailing List License has been paid for in full so
            long as the Advertisers comply with their obligations set forth in this Agreement,
            including, without limitation, the timely payment by Bluegreen of Generation
            Commissions; provided, however, that the Advertisers shall pay the
            actual, reasonable costs and expense of BP Trademarks or any Mailing List Intermediary
            relating to each distribution, including formatting, media (labels, disks), and actual
            freight/postage.


            
                                (b)
                      Big Cedar Mailing
            List. During the term of this Agreement, Big Cedar does hereby grant a
            non-exclusive, limited license (the “Big Cedar Mailing List
            License”) to the Advertisers to use the Big Cedar Mailing List as is now or
            hereafter possessed, used, obtained or compiled by Big Cedar for the purpose of
            marketing and promotion of the Timeshare Projects and Bluegreen’s Timeshare
            Facilities; provided, however, such use must also be in compliance with
            all applicable laws governing the use of such information, including, but not limited
            to any privacy laws applicable to such information.


            
                                               
            (i)      Access Rights. Use of the Big Cedar Mailing
            List and enjoyment of the Big Cedar Mailing List License by the Advertisers shall be
            administered by Big Cedar or through a Mailing List Intermediary, in the discretion of
            Big Cedar. The Advertisers shall have the right to access the Big Cedar Mailing List
            for the purposes described herein twelve (12) times each calendar year for the term
            hereof commencing with calendar year 2008. If an Advertiser desires to access the Big
            Cedar Mailing List, such Advertiser shall provide written notice and an example of the
            proposed distribution materials to Big Cedar, requesting that Big Cedar distribute such
            materials to the persons on the Big Cedar Mailing List. No Advertiser shall have the
            right to review the Big Cedar Mailing List or any names on the Big Cedar Mailing List.
            Subject to approval of the materials by Big Cedar as provided in Section 5.2,
            Big Cedar shall, or shall engage a Mailing List Intermediary to, distribute the
            materials received from the Advertiser to the persons on the Big Cedar Mailing List
            within 30days after receipt of written notice and the distribution materials from the
            Advertiser. An Advertiser shall have no rights in the information of any person on the
            Big Cedar Mailing List until such person does business with such Advertiser.


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            (ii)      Representations and Warranties. Big Cedar
            represents and warrants to the Advertisers that the Big Cedar Mailing List is owned by
            Big Cedar and that Big Cedar has the power and authority to enter into and perform its
            obligations under the Big Cedar Mailing List License. Big Cedar agrees to indemnify and
            hold harmless the Advertisers from any and all damages, losses, claims, causes of
            action or injury arising out of a breach of the representations and warranties set
            forth in this Section 2.6(b)(ii).


            
                                               
            (iii)      Exclusivity / Non-Exclusivity. Except as
            otherwise specifically provided herein, the Big Cedar Mailing List License shall be
            non-exclusive to the Advertisers and Big Cedar reserves the right to use the Big Cedar
            Mailing List in respect of any product or service. Nothing in this Agreement shall
            prevent Big Cedar from granting any other licenses for the use of the Big Cedar Mailing
            List or from utilizing the Big Cedar Mailing List or permitting the Big Cedar Mailing
            List to be utilized by others in any manner whatsoever; provided,
            however, during the term of this Agreement, Big Cedar shall not make the Big
            Cedar Mailing List available to any Competing Resort or any operator of any Competing
            Resort.


            
                                               
            (iv)      Consideration; Expenses. The Big Cedar
            Mailing List License is granted to the Advertisers at no further cost or expense to the
            Advertisers, and Big Cedar agrees that the Big Cedar Hyperlink License has been paid
            for in full so long as the Advertisers comply with their obligations set forth in this
            Agreement, including, without limitation, the timely payment by Bluegreen of Generation
            Commissions; provided, however, that the Advertisers shall pay the
            actual, reasonable costs and expense of Big Cedar or any Mailing List Intermediary
            relating to each distribution, including formatting, media (labels, disks), and actual
            freight/postage.


            
                                (c)
                      Bluegreen Mailing
            List. During the term of this Agreement, Bluegreen does hereby grant a
            non-exclusive, limited license (the “Bluegreen Mailing List
            License”) to Bass Pro, Affiliates of Bass Pro, Tracker Marine and Big Cedar
            (each, a “BG Mailing List Licensee,” and collectively, the
            “BG Mailing List Licensees”, to use the Bluegreen Mailing List as is
            now or hereafter possessed, used, obtained or compiled by Bluegreen solely for the
            promotional and marketing purposes of the BG Mailing List Licensees; provided,
            however, such use must also be in compliance with all applicable laws governing
            the use of such information, including, but not limited to any privacy laws applicable
            to such information.


            
                                               
            (i)       Access Rights. Use of the Bluegreen
            Mailing List and enjoyment of the Bluegreen Mailing List License by BG Mailing List
            Licensees shall be administered by Bluegreen or through a Mailing List Intermediary, in
            the discretion of Bluegreen. The BG Mailing List Licensees shall collectively have the
            right to access the Bluegreen Mailing List for the purposes described herein twelve
            (12) times each calendar year for the term hereof commencing with calendar year 2008.
            If a BG Mailing List Licensees desires to access the Bluegreen Mailing List, such BG
            Mailing List Licensee shall provide written notice and an example of the distribution
            materials to Bluegreen, requesting that Bluegreen distribute such materials to the
            persons on the Bluegreen Mailing List. No BG Mailing List Licensee shall have the right
            to review the Bluegreen Mailing List or any names on the Bluegreen Mailing List.Subject
            to approval of the materials by Bluegreen as provided in Section 2.6(c)(v),
            Bluegreen shall, or shall engage a Mailing List Intermediary to, distribute the
            materials received from Bass Pro or Big Cedar to the persons on the Bluegreen Mailing
            List within 30days after receipt of


            19

            


            

            


            written notice
            and the distribution materials from a BG Mailing List Licensee. No BG Mailing List
            Licensee shall have any rights in the information of any person on the Bluegreen
            Mailing List until such person does business with one of them.


            
                                               
            (ii)      Consideration; Expenses. The Bluegreen
            Mailing List License is granted at no further cost or expense to the BG Mailing List
            Licensees; provided, however, that the BG Mailing List Licensees shall
            pay the actual, reasonable costs and expense of Bluegreen or any Mailing List
            Intermediary relating to each distribution, including formatting, media (labels,
            disks), and actual freight/postage.


            
                                               
            (iii)      Restrictions. Use of the Bluegreen Mailing
            List shall be limited, however, to offering to such persons identified therefrom,
            outdoor retail products of Bass Pro and its Affiliates and Tracker Marine, or lodging
            opportunities at the Big Cedar Lodge, so long as the same are not offered through or in
            relation to a Competing Resort.


            
                                               
            (iv)      Representations and Warranties. Bluegreen
            represents and warrants to each of the BG Mailing List Licensees that the Bluegreen
            Mailing List is owned by Bluegreen and that Bluegreen has the power and authority to
            enter into and perform its obligations under the Bluegreen Mailing List License.
            Bluegreen agrees to indemnify and hold harmless the BG Mailing List Licensees from any
            and all damages, losses, claims, causes of action or injury arising out of a breach of
            the representations and warranties set forth in this Section
            2.6(c)(iv).


            
                                               
            (v)      Approval. Samples of advertising material
            proposed to be delivered to persons on the Bluegreen Mailing List shall be submitted to
            and subject to the approval of Bluegreen prior to use. In the event of submission of
            any advertising, marketing and promotional program by a BG Mailing List Licensee, the
            same shall be deemed approved within fourteen (14) days of delivery thereof to
            Bluegreen, unless Bluegreen denies the approval or approves the same within an earlier
            period. Upon denial of any such approval, Bluegreen shall deliver to the applicable BG
            Mailing List Licensee specific reasons for such denial, and upon which cure thereof
            Bluegreen shall be deemed to have approved such advertising (it being agreed that any
            proposed cure shall be presented to Bluegreen for its subsequent review, comment and
            approval, whose approval shall not be unreasonably withheld and shall be deemed given
            unless Bluegreen denies that the cure has been successful within five (5) days from
            delivery thereof). Once approved, any such sample of advertising, marketing or
            promotional materials may be reused or incorporated into any advertising, marketing or
            promotional program of the BG Mailing List Licensees offering outdoor retail products
            or lodging opportunities at the Big Cedar Lodge as determined from time to time by the
            BG Mailing List Licensees without the necessity of further approval; provided,
            however, if following approval of any respective advertising, marketing or
            promotional materials, Bluegreen is notified that such approved advertising, marketing
            or promotional material is in violation of any applicable legal principles, then
            Bluegreen may notify the BG Mailing List Licensees that they are not to use such
            approved advertising, marketing or promotional materials until any claimed violation is
            cured; provided, however (i) Bluegreen may later withdraw such approval
            for any or no reason, in its sole discretion; and (ii) no advertising, marketing or
            promotional materials may incorporate the use of any Bluegreen mark unless such use has
            been approved by Bluegreen in its sole and absolute discretion.


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                                    (d)     
            Effect of Termination or Expiration. Upon termination or expiration of this
            Agreement, the BP Mailing List License, the Big Cedar Mailing List License and the
            Bluegreen Mailing List License shall immediately and automatically terminate, and any
            and all information provided pursuant to such licenses shall be returned to its
            owner.


            
                      Section
            2.7     Big Cedar Lodge.


            
                                    (a)     
            General. During the term of this Agreement, Big Cedar does hereby grant to the
            Advertisers the right to use the Big Cedar Lodge solely for the purpose of promoting,
            advertising, and marketing of the Timeshare Projects, as further described in this
            Section 2.7.


            
                                    (b)     
            Prospect Occupancy. During the term of this Agreement, Big Cedar grants to the
            Advertisers, the right to use on a space available basis, rooms for occupancy and use
            by potential prospects for the marketing of timeshare interests. During the term of
            this Agreement, Big Cedar shall make guest rooms, common areas and facilities available
            to the Advertisers on a space available basis, which rooms may be used for occupancy
            and use by potential prospects for the marketing of timeshare interests. The
            Advertisers shall, as respects the marketing of timeshare interests at the Timeshare
            Projects, when overnight occupancy is needed in relation to such marketing, make every
            reasonable effort to place occupants in the Big Cedar Lodge to the extent that guest
            room space is available. Rates for such guest rooms, common areas and facilities shall
            be negotiated in good faith and charged on a Preferential Treatment basis as
            negotiated, taking into account seasonal rate fluctuation. Use of common areas and
            facilities for advertising and promotional purposes shall be subject to the prior
            approval of Big Cedar, including the content, location and placement of such
            advertising materials and promotional activities.


            
                                    (c)     
            Concierge Desk. During the term of this Agreement, Big Cedar does hereby grant a
            license to the Advertisers to operate a concierge desk (the “Concierge
            Desk”) and sufficient space for use thereof in the Big Cedar Lodge lobby for
            use by the Advertisers. The Concierge Desk and sufficient space for use thereof shall
            be provided to the Advertisers by Big Cedar from and after the date hereof,
            provided, that the Concierge Desk shall be the same size and in the same
            location as the Concierge Desk is located on the date hereof, and any changes thereto
            shall be in Big Cedar’s sole discretion. The Concierge Desk shall be staffed by
            personnel of the Advertisers and shall be utilized solely for the purpose of allowing
            introduction of guests to the opportunity to acquire a timeshare interest at the
            Timeshare Projects. The Concierge Desk and related desk space shall be provided by Big
            Cedar without charge or expense to the Advertisers.


            
                                    (d)     
            Personnel. The Concierge Desk shall be adequately staffed with competent personnel,
            who shall be employed by Bluegreen. In no event shall the Bluegreen personnel staffing
            the Concierge Desk engage in “high pressure salesmanship” in the
            solicitation or marketing to customers. Activities of Bluegreen personnel staffing the
            Concierge Desk shall be in a manner not offensive to the guests of the Big Cedar Lodge,
            and in compliance with all applicable requirements of law. Bluegreen shall indemnify
            and defend Big Cedar from any losses, damages, lawsuits or other claims resulting from
            the violation of the requirements set forth in this Section 2.7(d) or violations
            of law by Bluegreen personnel staffing the Concierge Desk. Notwithstanding anything to
            the contrary in this Agreement, Big Cedar shall have the


            21

            


            

            


            right to approve
            decisions by Bluegreen relating to personnel working in the Big Cedar Lodge and
            staffing the Concierge Desk, including the right, upon written notice to Bluegreen, to
            direct removal of any individual employee, consultant or other agent of the Advertisers
            from the Big Cedar Lodge for good cause shown, including, but not limited to, Big Cedar
            believing that the individual employee’s actions are detrimental to Big Cedar or
            the Big Cedar Lodge.


            
                                    (e)     
            Restriction. Notwithstanding anything herein to the contrary, the activities of the
            Advertisers at the Big Cedar Lodge shall only be used to promote and market the
            Timeshare Projects and their inclusion in the Bluegreen Vacation Club, and shall not
            otherwise be used to promote or market any Bluegreen Timeshare Facility.


            
                                    (f)     
            Occupancy List. Solely upon approval of the general manager of the Big Cedar Lodge,
            which approval shall not be unreasonably withheld, upon request of an Advertiser, Big
            Cedar will (if approved by such general manager) make the list of the names and contact
            information of the past and/or future guests of the Big Cedar Lodge available to the
            Advertisers solely for the purposes of marketing, promoting and selling timeshare
            interests in the Timeshare Projects and their inclusion in the Bluegreen Vacation Club,
            provided, however, that the list provided shall only include such
            information to the extent it is available and permitted to be shared with others
            pursuant to applicable law, and provided, further, that the use by the
            Advertisers shall be in compliance with all applicable laws governing the use of such
            information, including, but not limited to any privacy laws applicable to such
            information.


            
                                    (g)     
            Consideration; Expenses. The rights to use the Big Cedar Lodge set forth in this
            Section 2.7 are granted to the Advertisers at no further cost or expense to the
            Advertisers, and Big Cedar agrees that such rights have been paid for in full so long
            as the Advertisers comply with their obligations set forth in this Agreement,
            including, without limitation, the timely payment by Bluegreen of Generation
            Commissions.


            
                      Section
            2.8     Signage.


            
                                    (a)     By
            execution hereof, the Shop Licensors do hereby grant to the Advertisers a limited,
            non-exclusive license to place advertising, promotional and marketing signage in the
            floor space marketing areas existing in the Bass Pro Shops, solely for the purpose of
            promoting, advertising, and marketing the Timeshare Projects and Bluegreen’s
            Timeshare Facilities. By execution hereof, Big Cedar does hereby grant to the
            Advertisers a limited, non-exclusive license to place advertising, promotional and
            marketing signage in the Big Cedar Lodge in accordance with the terms of this Agreement
            solely for the purpose of promoting, advertising, and marketing the Timeshare Projects
            and their inclusion in the Bluegreen Vacation Club. The specific location, placement,
            creation, design and content of such signage shall be subject to approval of the
            applicable Shop Licensor or Big Cedar, as applicable, which shall not be unreasonably
            withheld or denied. The Advertisers shall promptly comply with the reasonable requests
            of the Shop Licensors or Big Cedar to remove, replace or update the signage. Signage at
            Big Cedar Lodge shall be consistent, architecturally, with the existing signage located
            at the Big Cedar Lodge. Notwithstanding the foregoing, the parties agree that such
            signage is to exist and that the location, placement and content of such signage shall
            be maximized to promote the sale and marketing of timeshare interests at the Timeshare
            Projects and Bluegreen’s Timeshare Facilities. Despite anything contained herein
            to the contrary, no signage may incorporate use of


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            the Bass Pro
            Marks or the Big Cedar Marks unless such has been first approved by BP Trademarks with
            respect to the Bass Pro Marks or Big Cedar with respect to the Big Cedar Marks, as
            provided for in Section 2.9(c).


            
                                    (b)     The
            licenses to place signage at Bass Pro Shops and Big Cedar Lodge set forth in this
            Section 2.8 are granted to the Advertisers at no further cost or expense to the
            Advertisers, and the Shop Licensors and Big Cedar agree that such licenses have been
            paid for in full so long as the Advertisers comply with their obligations set forth in
            this Agreement, including, without limitation, the timely payment by Bluegreen of
            Generation Commissions; provided, however, that the Advertisers shall be
            responsible for all expenses incurred relative to the creation, placement and removal
            of such signage.


            
                      Section
            2.9     Tradenames and Marks.


            
                                             (a)     
            Bass Pro Marks. During the term of this Agreement, BP Trademarks hereby grants to
            the Advertisers, and the Advertisers hereby accept, a limited, non-exclusive, license
            (the “BP Marks License”) to use the Bass Pro Marks, on the terms and
            subject to the conditions and restrictions set forth herein. The Advertisers shall have
            no interest in or right to use the Bass Pro Marks except as set forth
            herein.


            
                                             (i)     
            Use of Bass Pro Marks. Permission to use the Bass Pro Marks under the BP Marks
            License shall be limited to use, and the Advertisers agree to use the Bass Pro Marks,
            solely in connection with the advertising, marketing and promoting of the Timeshare
            Projects, the Bluegreen Timeshare Facilities and their inclusion in the Bluegreen
            Vacation Club. Subject to BP Trademarks’ approval right set forth in Section
            2.9(c), the Bass Pro Marks may be used by the Company and Bluegreen in all
            promotional materials, advertisements, and other materials for the promotion, marketing
            and sale of the Timeshare Projects or the Bluegreen Timeshare Facilities.


            
                                             (ii)     
            Exclusivity/Non-Exclusivity of License. Except as otherwise specifically provided
            herein, the BP Marks License shall be non-exclusive to the Advertisers, and BP
            Trademarks reserves the right to use the Bass Pro Marks on, or in respect of, any
            product or service. Nothing in this Agreement shall prevent BP Trademarks from granting
            any other licenses for the use of the Bass Pro Marks or from utilizing the Bass Pro
            Marks or permitting the Bass Pro Marks to be utilized by others in any manner
            whatsoever; provided, however, that, during the term of this Agreement,
            BP Trademarks agrees that it shall not grant any other licenses for use of the Bass Pro
            Marks for the purpose of developing, marketing, promoting or advertising any Competing
            Resort, except as may otherwise be expressly provided for herein.


            
                                             (iii)     BP
            Trademarks represents and warrants to the Advertisers that it owns or has the right to
            use the Bass Pro Marks, and has the power and authority to enter into and perform its
            obligations under the BP Marks License. BP Trademarks agrees to indemnify and hold
            harmless the Advertisers from any and all damages, losses, claims, causes of action or
            injury arising out of a breach of the representations and warranties of this Section
            2.9(a)(iii).


            
                
                         
                     (iv)     Ownership of Bass Pro
                    Marks.

                

            


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                                                        (A)     The
            Advertisers specifically acknowledge that BP Trademarks is the owner of the Bass Pro
            Marks and all associated goodwill therewith. In connection with the use of the Bass Pro
            Marks, no Advertiser shall in any manner represent that it has any ownership in the
            Bass Pro Marks or any registrations thereof and nothing in this Agreement shall give
            any Advertiser any ownership interest in any of the Bass Pro Marks other than the right
            to use the Bass Pro Marks in accordance with this Agreement. The Advertisers’ use
            of the Bass Pro Marks inures solely to BP Trademark’s benefit.


            
                                                        (B)     No
            Advertiser will, during the term of this Agreement or at any time thereafter, attack
            the validity of any of the Bass Pro Marks or BP Trademarks’ interests therein,
            nor will any Advertiser attack any application for registration of any of the Bass Pro
            Marks, or take any position contrary to that of BP Trademarks in any proceedings
            pertaining to registration of any of the Bass Pro Marks.


            
                                                        (C)     The
            Advertisers shall, whether during or after the term of this Agreement, execute and
            deliver to BP Trademarks such documents as BP Trademarks may reasonably request to
            establish or confirm BP Trademarks’ ownership interest in BP Bass Pro Marks. If,
            at any time, the Advertisers acquire any rights in, or trademark registrations or
            applications for, Bass Pro Marks or any confusingly similar marks by operation of law
            or otherwise in any jurisdiction, Advertisers will immediately upon request by BP
            Trademarks and at no expense to BP Trademarks, assign such rights, registrations, or
            applications to BP Trademarks, along with any and all associated goodwill.


            
                                              (v)     
            Unauthorized Use. The Advertisers will notify BP Trademarks in writing of any
            unauthorized use of any of the Bass Pro Marks which come to the Advertisers’
            attention and BP Trademarks will proceed diligently, at its own expense and under its
            sole control, to prevent any such unauthorized use of the Bass Pro Marks. The
            Advertisers will assist BP Trademarks, as reasonably requested by BP Trademarks, in
            addressing such unauthorized use.


            
                                              (vi)     
            Infringement. The Advertisers will notify BP Trademarks promptly in writing of any
            claim that the use of any of the Bass Pro Marks infringes the rights of others, or of
            the institution of any legal actions or suits predicated upon such claimed
            infringement, and any such suit or action will be diligently defended at the sole
            expense of and under the sole control of BP Trademarks.


            
                                              (vii)    
            Effect of Termination or Expiration. Upon termination or expiration of this
            Agreement, all rights and licenses granted to the Advertisers hereunder shall
            immediately and automatically terminate. In such event, the Advertisers agree to
            discontinue all uses of the Bass Pro Marks and any words confusingly similar thereto
            upon termination or expiration. Each Advertiser agrees that it will at no time adopt or
            use, without BP Trademarks’ prior written consent, a word or mark which is
            reasonably likely to be similar to or confused with any of the Bass Pro Marks. BP
            Trademarks shall retain sole authority and control over the use of the Bass Pro name
            and over all of the Bass Pro Marks, and all rights in the Bass Pro Marks shall remain
            the property of BP Trademarks.


            24

            


            

            


            
                                              (viii)   
            Reservation of Rights in the Bass Pro Marks. Rights in the Bass Pro Marks, other
            than those specifically granted herein, are reserved by BP Trademarks for its own
            use.


            
                                              (ix)     
            Costs. The BP Marks License shall be granted to the Advertisers at no further cost
            or expense to the Advertisers, and BP Trademarks agrees that the BP Marks License has
            been paid for in full so long as the Advertisers comply with their obligations set
            forth in this Agreement, including, without limitation, the timely payment by Bluegreen
            of Generation Commissions.


            
                                    (b)     
            Big Cedar Marks. During the term of this Agreement, Big Cedar hereby grants to the
            Advertisers, and the Advertisers hereby accept, a limited, non-exclusive, license (the
            “Big Cedar Marks License”) to use the Big Cedar Marks, on the terms
            and subject to the conditions and restrictions set forth herein. The Advertisers shall
            have no interest in or right to use the Big Cedar Marks except as set forth
            herein.


            
                                                         (A)     
            Use of Big Cedar Marks. Permission to use the Big Cedar Marks under the Big Cedar
            Marks License shall be limited to use, and the Advertisers agree to use the Big Cedar
            Marks, solely in respect to the identity, location and name of the Timeshare Projects
            or in connection with advertising, marketing and promoting the Timeshare Projects, the
            Bluegreen Timeshare Facilities and their inclusion in the Bluegreen Vacation Club.
            Subject to Big Cedar’s approval right set forth in Section 2.9(c), the Big
            Cedar Marks may be used by the Company and Bluegreen in all promotional materials,
            advertisements, and other materials for the promotion, marketing and sale of the
            Timeshare Projects or the Bluegreen Timeshare Facilities.


            
                                               (ii)     
            Exclusivity/Non-Exclusivity of License. Except as otherwise specifically provided
            herein, the Big Cedar Marks License shall be non-exclusive to the Advertisers, and Big
            Cedar reserves the right to use the Big Cedar Marks on, or in respect of, any product
            or service.Nothing in this Agreement shall prevent Big Cedar from granting any other
            licenses for the use of the Big Cedar Marks or from utilizing the Big Cedar Marks or
            permitting the Big Cedar Marks to be utilized by others in any manner whatsoever;
            provided, however, that, during the term of this Agreement, Big Cedar
            agrees that it shall not grant any other licenses for use of the Big Cedar Marks for
            the purpose of developing, marketing, promoting or advertising any Competing Resort,
            except as may otherwise be expressly provided for herein.


            
                                               (iii)    Big
            Cedar represents and warrants to the Advertisers that it owns or has the right to use
            the Big Cedar Marks, and has the power and authority to enter into and perform its
            obligations under the Big Cedar Marks License. Big Cedar agrees to indemnify and hold
            harmless the Advertisers from any and all damages, losses, claims, causes of action or
            injury arising out of a breach of the representations and warranties of this Section
            2.9(b)(iii).


            
                                               (iv)     
            Ownership of Big Cedar Marks.


            
                                                          (A)     The
            Advertisers specifically acknowledge that Big Cedar is the owner of the Big Cedar Marks
            and all associated goodwill therewith. In connection with the use of the Big Cedar
            Marks, no Advertiser shall in any manner represent that it has any ownership in the Big
            Cedar Marks or any registrations thereof and nothing in this Agreement


            25

            


            

            


            shall give any
            Advertiser any ownership interest in any of the Big Cedar Marks other than the right to
            use the Big Cedar Marks in accordance with this Agreement. The Advertisers’ use
            of the Big Cedar Marks inures solely to Big Cedar’s benefit.


            
                                                          (B)     No
            Advertiser will, during the term of this Agreement or at any time thereafter, attack
            the validity of any of the Big Cedar Marks or Big Cedar’s interests therein, nor
            will any Advertiser attack any application for registration of any of the Big Cedar
            Marks, or take any position contrary to that of Big Cedar in any proceedings pertaining
            to registration of any of the Big Cedar Marks.


            
                                                          (C)     The
            Advertisers shall, whether during or after the term of this Agreement, execute and
            deliver to Big Cedar such documents as Big Cedar may reasonably request to establish or
            confirm Big Cedar’s ownership interest in Big Cedar Marks. If, at any time, the
            Advertisers acquire any rights in, or trademark registrations or applications for, Big
            Cedar Marks or any confusingly similar marks by operation of law or otherwise in any
            jurisdiction, Advertisers will immediately upon request by Big Cedar and at no expense
            to Big Cedar, assign such rights, registrations, or applications to Big Cedar, along
            with any and all associated goodwill.


            
                                                (v)     
            Unauthorized Use. The Advertisers will notify Big Cedar in writing of any
            unauthorized use of any of the Big Cedar Marks which come to the Advertisers’
            attention and Big Cedar will proceed diligently, at its own expense and under its sole
            control, to prevent any such unauthorized use of the Big Cedar Marks. The Advertisers
            will assist Big Cedar, as reasonably requested by Big Cedar, in addressing such
            unauthorized use.


            
                                                (vi)     
            Infringement. The Advertisers will notify Big Cedar promptly in writing of any
            claim that the use of any of the Big Cedar Marks infringes the rights of others, or of
            the institution of any legal actions or suits predicated upon such claimed
            infringement, and any such suit or action will be diligently defended at the sole
            expense of and under the sole control of Big Cedar.


            
                                                (vii)     
            Effect of Termination or Expiration. Upon termination or expiration of this
            Agreement, all rights and licenses granted to the Advertisers hereunder shall
            immediately and automatically terminate. In such event, the Advertisers agree to
            discontinue all uses of the Big Cedar Marks and any words confusingly similar thereto
            upon termination or expiration. Each Advertiser agrees that it will at no time adopt or
            use, without Big Cedar’s prior written consent, a word or mark which is
            reasonably likely to be similar to or confused with any of the Big Cedar Marks. Big
            Cedar shall retain sole authority and control over the use of its name and over all of
            the Big Cedar Marks, and all rights in the Big Cedar Marks shall remain the property of
            Big Cedar.


            
                                                (viii)    
            Reservation of Rights in the Big Cedar Marks. Rights in the Big Cedar Marks, other
            than those specifically granted herein, are reserved by Big Cedar for its own
            use.


            
                                                (ix)      
            Costs. The Big Cedar Marks License shall be granted to the Advertisers at no
            further cost or expense to the Advertisers, and Big Cedar agrees that the
            Big


            26

            


            

            


            Cedar Marks
            License has been paid for in full so long as the Advertisers comply with their
            obligations set forth in this Agreement, including, without limitation, the timely
            payment by Bluegreen of Generation Commissions.


            
                                    (c)     
            Approval Procedure. Authorization for each use by the Advertisers of the Marks
            pursuant to the BP Marks License and the Big Cedar Marks License is subject to the
            prior approval of BP Trademarks (in the case of the Bass Pro Marks) or Big Cedar (in
            the case of the Big Cedar Marks). Samples shall be submitted for approval to BP
            Trademarks or Big Cedar, as applicable, at 2500 East Kearney Street, Springfield,
            Missouri 65898. As respects the Bass Pro Marks, approval of use of a Bass Pro Mark
            shall be deemed given if not granted or denied within thirty (30) calendar days after
            receipt at the above address of the sample, including the proposed use of the Bass Pro
            Mark. As respects the Big Cedar Mark, approval of use of the Big Cedar Mark shall be
            deemed given if not granted or denied within fourteen (14) calendar days after receipt
            at the above address of the sample including the proposed use of the Big Cedar Mark.
            Upon denial of any such proposed use of the Big Cedar Mark, Big Cedar shall deliver to
            the Advertisers its specific reasons for such denial. Upon cure thereof, the
            Advertisers may proceed to use such advertising, marketing and promotional material.
            Any proposed cure in respect to a denial shall be submitted to Big Cedar for further
            approval, whose approval shall not be unreasonably withheld or denied, and whose
            approval shall be deemed given if denial thereof is not delivered within five (5) days
            of delivery of the proposed cure. Once approved, any such sample of advertising,
            marketing and promotional program may be re-used or incorporated into any advertising,
            marketing or promotional program for the foregoing, as determined from time to time by
            Bluegreen or the Company, without necessity of further approval. Notwithstanding the
            foregoing, BP Trademarks and Big Cedar reserve the right to withdraw any approval of a
            Bass Pro Mark or Big Cedar Mark, respectively, at any time.


            
                                    (d)     Subject
            to Section 2.9(c), Big Cedar shall provide and deliver to the Advertisers
            creative materials containing the Big Cedar Mark for the purpose of developing and
            implementing such advertising, promotional and marketing programs and opportunities
            incorporating the Big Cedar Marks. BP Trademarks shall provide and deliver to the
            Advertisers creative materials containing the Bass Pro Marks for the purpose of
            developing and implementing such advertising, promotional and marketing programs and
            opportunities incorporating the Bass Pro Marks. Delivery and use of the creative
            materials shall be without charge or expense (and the licenses hereunder are agreed to
            have been paid for in full), excepting, however, the Company shall pay the actual costs
            incurred by Big Cedar for delivery of the creative materials, and the Advertisers shall
            equally pay the costs of BP Trademarks for delivery of the creative materials.
            Bluegreen shall be entitled, at its sole cost and expense to take pictures, videos and
            other reproductions and depictions of the Big Cedar Lodge and the respective Bass Pro
            Shops, including all facilities, and to utilize such pictures and depictions in its
            promotional materials relating to the Timeshare Projects, Bluegreen Timeshare
            Facilities, Bluegreen Vacation Club and the Timeshare Projects’ inclusion in the
            Bluegreen Vacation Club. Such pictures, videos and other reproductions and depictions
            shall, prior to use, be subject to the approval of BP Trademarks or Big Cedar in
            accordance with the procedures set forth in Section 2.9(c) and the requirements
            of Section 2.11.


            
                                    (e)     Each
            of the BP Marks License and the Big Cedar Marks License shall be non-transferable and
            non-assignable, and in no event shall either Advertiser be entitled to grant


            27

            


            

            


            any liens
            against or sublicenses to use either the BP Marks License and the Big Cedar Marks
            License.


            
                      Section
            2.10     Preferential Treatment. During the term of
            this Agreement, and except as otherwise provided in this Agreement, the BP/BC Marketing
            Channels and any other marketing and promotional advantages and opportunities or any
            other services hereunder for which any of the Advertisers are to pay to any of the
            Service Providers an amount, shall, in all events, be made available to the Company and
            Bluegreen on a Preferential Treatment basis.


            
                      Section
            2.11     Proprietary Information All graphics,
            photographs, videos, any and all trademarks, servicemarks, tradenames, copyrights,
            patents or other intellectual property owned by any Service Provider, Affiliate of any
            Service Provider, Tracker Marine, Bluegreen, the Company or Affiliates of Bluegreen as
            of the date hereof (the “Intellectual Property”) will, at all times,
            remain the owner’s respective property. Each party hereto acknowledges and agrees
            that, at all times, the ownership of the Intellectual Property is vested solely in the
            owner thereof. All parties further acknowledge and agree that nothing in this Agreement
            shall give any other party any right, title or interest in the Intellectual Property of
            another party except as expressly provided herein. Any party’s use of the
            Intellectual Property shall at all times and in every instance be followed by the
            proper Intellectual Property designation (for example, TM, ®, or
            ©).


            
                      Section
            2.12     Other Promotional Agreements and
            Channels


            
                                     (a)     
            Cross Promotional Strategies. During the term of this Agreement, the parties shall
            negotiate, in good faith, promotional advantages or opportunities now existing or as
            may hereafter be identified, including cross-promotional strategies, as well as
            services as may otherwise be available and identified as may be beneficial to the
            Advertisers in the marketing and promotion of timeshares and as may be beneficial to
            the Service Providers and their Affiliates in the marketing and promotion of outdoor
            retail products. The cross-promotional strategies and programs may include by way of
            example and not limitation, radio and television commercials (including infomercials,
            announcements, promotions, advertisements on in-room televisions at Big Cedar Lodge),
            newspaper and magazine advertisements, billboards, card and tent promotions in
            respective accommodations and facilities (such as Big Cedar Lodge and Bass Pro Shops),
            leaflets, postcards and website opportunities. The foregoing shall only be developed on
            mutual agreement of the parties and shall not otherwise reduce or limit the services
            otherwise agreed to herein.


            
                                     (b)     
            Employees. During the term of this Agreement, Big Cedar and the Shop Licensors
            shall make available their respective employees who have customer contact for training
            by Bluegreen respecting the details of the timesharing concept, and instructions and
            directions on how such employees may inform customers of Big Cedar and Bass Pro Shops
            about timeshare opportunities and how such employees are to be supportive of the
            timeshare marketing opportunities at the Timeshare Projects and Bluegreen’s
            Timeshare Facilities, provided, however, that such training shall be at
            Bluegreen’s expense and in the manner, and at such times and places, as the Shop
            Licensors or Big Cedar, as applicable, deem reasonable and appropriate and not
            interfering with normal business operations.


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                                     (c)     
            Promotional Retail Gift Cards. In the event that the Advertisers elect to use
            retail merchandise or gift cards for retail merchandise as incentives to encourage
            timeshare tours or sales presentations as respects the Timeshare Projects, such
            merchandise and/or gift cards shall be acquired from Bass Pro or BPIP, respectively, so
            long as such merchandise and/or gift cards are readily available, without delay or
            interference with the Company’s or Bluegreen’s routine time framework, at
            prices competitive with what the Advertisers would customarily pay for the same or
            similar merchandise and/or gift cards. The Advertisers shall receive a ten percent
            (10%) price discount off the lowest offered price for all standard full selection
            merchandise. Gift cards obtained from BPIP pursuant to this Section 2.12(c)
            shall be subject to the following terms and conditions: (i) Advertisers shall pay BPIP
            for the gift cards within thirty (30)days after receipt; (ii) the Advertisers shall not
            be entitled to any breakage on the gift cards; (iii) BPIP shall not be responsible for
            lost or stolen cards; (iv) the Advertisers shall not sell, and shall make reasonable
            attempts to prevent other from selling, the gift cards on the internet through ebay or
            similar websites; (v) the gift cards shall become void after two years of non-use
            (except where prohibited by law); and (vi) the Advertisers shall not modify the gift
            cards in any way. The Advertisers shall not be restricted from purchasing
            non-merchandise premiums such as lodging accommodations, travel opportunities or other
            non-merchandise premiums from third parties unrelated to the Service Providers and
            their Affiliates, other than BP/Tracker Competitors. Service Providers acknowledge that
            the agreement of Bluegreen under this Section 2.12(c) is given in partial
            consideration of the obligations of Bluegreen hereunder. Coupons for services offered
            by Big Cedar Lodge shall be subject to review and approval of Big Cedar in its sole
            discretion. In addition to the foregoing, coupons for services will be offered by Big
            Cedar to the Advertisers as incentives to encourage timeshare tours or sales
            presentations as respects the Timeshare Projects. Such coupons will be issued with the
            dollar limitation and honored, provided Big Cedar shall be entitled to reimbursement
            from the Advertisers for the total amount of coupons redeemed on a monthly basis,
            within twenty (20) days of receipt by the Advertisers of invoices from Big
            Cedar.


            
                                     (d)     
            Tracker Boats. From and after the date hereof, if Bluegreen or the Company acquire
            for use at the Timeshare Projects or Bluegreen’s Timeshare Facilities boats
            similar to boats manufactured by Tracker Marine, then Bluegreen or the Company shall
            acquire such boats from Tracker Marine Retail, LLC or an Affiliate of Tracker Marine
            Retail, LLC, so long as the acquisition thereof, including pricing and terms, are at
            least as favorable for similar products as the discount terms available to Big Cedar
            Lodge as of the date of this Agreement (or if such discount terms are more favorable at
            the time of acquisition, are at least as favorable as such terms at that time). The
            parties hereto acknowledge that the agreement of Bluegreen under this Section
            2.12(d) is given in partial consideration of the obligations of the parties
            hereunder. The restrictions contained in this Section 2.12(d) shall terminate in
            the event that Tracker Marine files or has filed against it a bankruptcy
            proceeding.


            
                      Section
            2.13     Lead Generation Programs. No Advertiser
            shall develop any lead generation programs not specifically authorized in this
            Agreement using any BP/BC Marketing Channel without the prior written consent of Bass
            Pro or Big Cedar, which consent may be withheld in Bass Pro’s or Big
            Cedar’s sole discretion.


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            ARTICLE III -
            RESTRICTIONS


            
                      Section
            3.1     Restriction on BP/BC Marketing
            Channels.


            
                                
            (a)        During the term of this Agreement
            except as otherwise provided in this Agreement, the Service Providers shall
            not:


            
                                              (i)     provide
            the BP/BC Marketing Channels, nor make them available or offer them to or allow them to
            be taken advantage of, by any Competing Resort or the operator thereof (except as may
            otherwise be provided in accordance with Section 2.3(d)); or


            
                                              (ii)     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. Notwithstanding the
            foregoing, it is agreed that the Service Providers (and their Affiliates) may continue
            to operate the projects owned or controlled by them or their 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. The Service Providers shall be
            permitted to sell, develop, market, advertise or promote any whole ownership real
            estate development.


            
                                
            (b)        The restrictions contained in
            Section 3.1(a) shall terminate in the event that Bluegreen or Bluegreen
            Corporation files or has filed against either of them a bankruptcy
            proceeding.


            
                      Section
            3.2     Restriction on Bluegreen Marketing
            Channels.


            
                                (a)
                    During the term of this Agreement, and
            except as otherwise provided in this Agreement, neither Bluegreen nor its Affiliates
            shall (i) provide, sell, license or otherwise make available use of the Bluegreen
            Mailing List to any BP/Tracker Competitor, or (ii) create, maintain, license or allow
            to be present on the Bluegreen Website or the Bluegreen Timeshare Website any icons or
            hyperlinks to any website that is owned or operated by any BP/Tracker
            Competitor.


            
                                (b)        The
            restriction set forth in Section 3.2(a) shall terminate:


            
                                            (i)     
            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, upon the occurrence of a Bankruptcy Event with
            respect to Bass Pro;


            
                                            (ii)     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, upon the occurrence of a Bankruptcy Event with respect to
            Tracker Marine; and


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                                          (iii)     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)        
            Bluegreen’s Realization of Benefits. The Service Providers acknowledge that
            the realization of the benefits under this Marketing Agreement by the Advertisers is
            dependent upon the Advertisers’ ability to market the timeshare interests of the
            Timeshare Projects and Bluegreen’s Timeshare Facilities and maximize the growth
            of sales of such interests and that any form of direct or indirect competition from the
            Service Providers, except as provided herein, is inconsistent with its intended
            purpose. The terms of this Agreement were negotiated giving consideration to the
            concept that competition by Competing Resorts to the sale, marketing and promotion of
            timeshare interests through the BP/BC Marketing Channels will deprive the Advertisers
            of a bargained for consideration.


            ARTICLE IV -
            GENERATION COMMISSION


            
                      Section
            4.1     Generation Commission.


            
                                (a)
                    In consideration for the use of the
            BP/BC Marketing Channels, Bluegreen shall pay to Big Cedar, for Big Cedar and on behalf
            of the other Service Providers, a commission (the “Generation
            Commission”) for each timeshare interest in a Bluegreen Timeshare Facility
            that is sold by Bluegreen or a Bluegreen Affiliate to a buyer that is generated through
            the BP/BC Marketing Channels, whether sold prior to or after the termination of this
            Agreement. A buyer shall be deemed to be generated through a BP/BC Marketing Channel
            (and a sale to such buyer shall give rise to a Generation Commission) if such buyer is
            uniquely identified through a BP/BC Marketing Channel, accepts a promotional marketing
            offer from Bluegreen or a Bluegreen Affiliate, and acquires a timeshare interest in one
            of Bluegreen’s Timeshare Facilities at any time thereafter.


            
                                            (i)     The
            Generation Commission shall be in an amount equal to seven percent (7%) of the Net
            Sales Volume if the buyer (1) is generated through a BP/BC Marketing Channel, (2)
            accepts a promotional marketing offer from Bluegreen or a Bluegreen Affiliate within
            one hundred eighty (180) days of delivery of such promotional marketing offer, (3)
            acquires a timeshare interest in one of Bluegreen’s Timeshare Facilities at any
            time thereafter without additional marketing expense to Bluegreen or a Bluegreen
            Affiliate, other than the expense of fulfillment of the promotional marketing offer so
            made, and (4) generally follows the track as set forth in Exhibit C attached
            hereto and incorporated herein by this reference.


            
                                            (ii)     The
            Generation Commission shall be in an amount equal to three and one half percent (3.5%)
            of the Net Sales Volume if the buyer (1) is generated through a BP/BC Marketing
            Channel, (2) accepts a promotional marketing offer from Bluegreen or a Bluegreen
            Affiliate after one hundred eighty (180) days of delivery of such promotional marketing
            material, and (3) acquires a timeshare interest in one of Bluegreen’s Timeshare
            Facilities at any time thereafter despite additional marketing expense to Bluegreen or
            a Bluegreen Affiliate.


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                                            (iii)
                 For purposes of the foregoing, a prospect may be deemed
            unique through production from one source under this Agreement as well as unique
            through production from another source under this Agreement. In no event, however,
            shall an individual timeshare sale yield more than one (1) Generation Commission
            (either 7% or 3.5%).


            
                                            (iv)     Notwithstanding
            the foregoing, in no event will a Generation Commission be payable for sales of
            timeshare interests in the Timeshare Projects, or sales of timeshare interests in the
            Bluegreen Vacation Club that are predicated upon conveyance of a timeshare interest at
            any of the Timeshare Projects.


            
                                (b)
                   Tracking and Accounting for the Generation
            Commission. Bluegreen shall establish and maintain a system of audit and reporting
            of sales and Generation Commissions, and shall provide to Big Cedar, on a monthly
            basis, an accounting (each, a “Commission Report”) for the
            Generation Commissions that were earned in the preceding month, along with a statement
            of the current amount of the unearned Annual Prepayment (as defined below) for the
            current year. In addition, Bluegreen shall establish a tracking system regarding
            production and generation of sales prospects for purposes of determining whether or not
            a sale is generated as a result of the BP/BC Marketing Channels as provided for in this
            Agreement, and it is agreed that the tracking system set forth on Exhibit C
            attached hereto is an acceptable tracking system.1


            
                                  (c)       Bluegreen
            will provide the Service Providers complete access to and right to audit the books and
            records of Bluegreen with respect to the Generation Commissions and Commission Reports,
            no more than twice per year, at the sole expense of the Service Provider accessing such
            books and records and/or conducting such audit. If such audit by a Service Provider
            demonstrates an underpayment of Generation Commissions greater than 3% in any period,
            the Advertisers shall reimburse the applicable Service Provider for the cost of the
            audit (along with the amount of the underpayment, which shall be payable to Big Cedar
            regardless of the amount of the underpayment).


            
                      Section
            4.2      Annual Prepayments.


            
                                (a)        On
            or before January 1 of each calendar year in which this Agreement is in effect,
            Bluegreen shall pay to Big Cedar, in cash, an advance on the Generation Commissions
            that are estimated to be payable for the upcoming year (each, an “Annual
            Prepayment”). The Annual Prepayment shall be advance payment for Generation
            Commissions to be earned in the upcoming year, and no interest shall accrue on the
            Annual Prepayment.


            
                                  (b)       The
            Annual Prepayment for calendar year 2008 shall be equal to $4,000,000.00. The parties
            acknowledge and agree that Bluegreen has paid the Annual Prepayment for 2008 as of the
            date hereof.


            
                                  (c)       The
            Annual Prepayment for each calendar year after 2008 shall be paid on or before the
            first business day of such calendar year and shall equal to the lesser of (i) 100% of
            the estimated amount of Generation Commissions that will be generated during the
            upcoming

            


            	
                         

                    	
                         

                    
	
                        
                        1

                    	
                        Big
                        Cedar requests a simplified tracking system and new “Exhibit
                        C”

                    



            32

            


            

            


            calendar year,
            as such estimated amount is determined by Big Cedar and Bluegreen; and (ii) $5,000,000.
            As they are earned, the Generation Commissions shall be credited toward the current
            year’s Annual Prepayment.


            
                                (d)       If,
            during the term of this Agreement, the Service Providers or their Affiliates elect to
            make Approved Alternative Marketing Programs available to the Company and/or Bluegreen,
            and the Company and/or Bluegreen elects to participate in such Approved Alternative
            Marketing Programs, the amounts of the agreed costs, fees or commissions payable by the
            Company and/or Bluegreen for use of such Approved Alternative Marketing Programs may
            also be credited toward the outstanding portion of the current year’s Annual
            Prepayment, if any.


            
                                (e)       After
            the aggregate amount of the Generation Commissions earned (and other amounts payable by
            the Company and/or Bluegreen pursuant to Section 4.2(d)) in a year reaches the
            amount of the Annual Prepayment applicable to such year, Bluegreen shall pay to Bass
            Pro in cash, on a monthly basis, within 15 days after the end of each month, the
            Generation Commissions earned during the preceding month.


            
                                (f)       Notwithstanding
            any termination of this Agreement, any Generation Commissions (and other amounts
            payable by the Company and/or Bluegreen pursuant to Section 4.2(d)) arising
            after the termination of this Agreement (“Post-Termination Generation
            Commissions”) shall be credited against any Shortfall pursuant to Section
            4.2(g), or if no such Shortfall exists, shall be paid to Bass Pro in cash, on a
            monthly basis, within 15 days after the end of each month.


            
                                (g)       If
            the aggregate amount of the Generation Commissions earned (and other amounts payable by
            the Company and/or Bluegreen pursuant to Section 4.2(d)) in any year does not
            reach the amount of such year’s Annual Prepayment, then the difference (the
            “Shortfall”) between such year’s Annual Prepayment and the
            amount of the Generation Commissions (and other amounts payable by the Company and/or
            Bluegreen pursuant to Section 4.2(d)) that were earned during that year shall be
            applied to the next year’s Annual Prepayment, such that the amount payable by
            Bluegreen for the year following a year in which there is a Shortfall will be reduced
            by the amount of such Shortfall. If this Agreement is terminated during or at the end
            of a year in which there is a Shortfall, Bass Pro shall pay to Bluegreen fifty percent
            (50%) of the amount of the Shortfall within 60 days after the Agreement is terminated
            and the balance of Shortfall within 120 days after the Agreement is terminated;
            provided, however that the amount of any Post-Termination Generation
            Commissions shall be credited against the Shortfall.


            ARTICLE V -
            PERMITTED USE; CONTENT; APPROVAL RIGHTS


            
                      Section
            5.1      Permitted Use.


            
                                (a)          The
            BP/BC Marketing Channels shall be used by the Company and Bluegreen to promote, market
            and advertise the Timeshare Projects, Bluegreen’s Timeshare Facilities and their
            inclusion in the Bluegreen Vacation Club, and in accordance with the terms of this
            Agreement.


            33

            


            

            


            
                                (b)          The
            Service Providers reserve the right, in their sole discretion, to limit the amount of
            use of the BP/BC Marketing Channels, to edit, revise or reject any marketing and
            promotional materials, and to cancel any use by the Advertisers of the BP/BC Marketing
            Channels, provided, that prior to exercising the foregoing rights, the Service
            Providers shall provide written notice of such intent and the reasons therefor, which
            notice shall provide the Advertisers with a reasonable period of at least 30 days to
            respond and cure. Any timely cure proposed by the Advertisers shall be subject to the
            approval of the applicable Service Provider, which shall not be unreasonably withheld.
            The Service Providers reserve the right to suspend the Advertisers’ use of the
            BP/BC Marketing Channel for purposes of the activity that was the reason for the notice
            of intent to terminate during such cure period.


            
                                (c)          The
            Service Providers reserve the right, in their sole discretion, to discontinue any BP/BC
            Marketing Channel at any time and for any reason, which may include, without
            limitation, closing any Bass Pro Shop and discontinuing publication of any or all of
            the Bass Pro Catalogs. In the event that a Service Provider intends to discontinue a
            BP/BC Marketing Channel, such Service Provider shall make reasonable efforts to provide
            advance notice to the Advertisers.


            
                      Section
            5.2     Content and Approval Rights.


            
                                (a)          Bass
            Pro, on behalf of the Service Providers, shall have the right to review and approve all
            advertising materials to be used in the Bass Pro Shops or Bass Pro Catalogs or that
            involve contact with customers of Bass Pro Shops or identified through the Bass Pro
            Mailing List prior to such use. Big Cedar shall have the right to review and approve
            all advertising materials to be used in the Big Cedar Lodge, that involve contact with
            the guests of Big Cedar Lodge or that involve contact with customers identified through
            the Big Cedar Mailing List prior to such use. Any advertising material so approved
            shall be maintained by Bluegreen in a file designated as approved advertisements. Such
            advertising material proposed to be delivered shall be submitted to Bass Pro or Big
            Cedar, at 2500 East Kearney Street, Springfield, Missouri 65898 prior to
            use.


            
                                (b)          In
            the event of submission of any such sample of advertising, marketing and promotional
            materials by the Advertisers hereunder, the same shall be deemed approved within
            fourteen (14) days after receipt thereof, at the address set forth above, unless Bass
            Pro or Big Cedar denies approval or approves the same within an earlier time period.
            Upon denial of any such approval, Bass Pro or Big Cedar shall deliver to the
            Advertisers (whomsoever shall be the party that has delivered the advertisement to Bass
            Pro or Big Cedar) specific reasons for such denial upon which cure thereof the
            Advertisers may proceed to use such advertising, marketing and promotional material.
            Any proposed cure in respect to a denial shall be submitted by the respective party to
            Bass Pro or Big Cedar for further approval, whose approval shall not be unreasonably
            withheld or denied, and whose approval shall be deemed given if denial thereof is not
            delivered within five (5) days of delivery of the proposed cure.


            
                                (c)          Once
            approved, any advertising, marketing or promotional program approved for use at the Big
            Cedar Lodge may be reused or incorporated into any advertising, marketing or
            promotional program for any or all of the Bluegreen Timeshare Facilities, as determined
            from time to time by Bluegreen without necessity of further approval;
            provided,


            34

            


            

            


            however,
            that Big Cedar or Bass Pro may later withdraw such approval for any or no reason, in
            their sole discretion.


            
                                (d)          Despite
            anything contained herein to the contrary, no advertising, marketing or promotional
            materials may (i) incorporate use of the Bass Pro Mark unless such use has been first
            approved by BP Trademarks in its sole and absolute discretion; or (ii) incorporate use
            of the Big Cedar Mark unless such use has been first approved by Big Cedar, in its sole
            and absolute discretion.


            ARTICLE VI -
            INDEMNIFICATION / LIMITATION OF LIABILITY


            
                      Section
            6.1     Indemnification—Bluegreen. Bluegreen agrees to
            indemnify and hold the Service Providers harmless from and against any and all
            liability, loss or expense (including reasonable attorneys fees and similar expenses)
            arising from any claims, including but not limited to, libel, unfair competition,
            unfair trade practices, illegal or improper employment practices, plagiarism,
            infringement of trademark, trade names or patents, or copyrights, violation of rights
            of privacy, or violation of securities or blue sky laws, resulting from
            Bluegreen’s use of the BP/BC Marketing Channels and for breach of its obligations
            under this Agreement, except as a result of Service Providers’ willful misconduct
            or gross negligence.


            
                      Section
            6.2      Indemnification –The Company. The
            Company agrees to indemnify and hold the Service Providers harmless from and against
            any and all liability, loss or expense (including reasonable attorneys fees and similar
            expenses) arising from any claims, including but not limited to, libel, unfair
            competition, unfair trade practices, illegal or improper employment practices,
            plagiarism, infringement of trademark, trade names or patents, or copyrights, violation
            of rights of privacy, or violation of securities or blue sky laws, resulting from the
            Company’s use of the BP/BC Marketing Channels and for breach of its obligations
            under this Agreement, except as a result of Service Providers’ willful misconduct
            or gross negligence.


            
                      Section
            6.3      Indemnification – Service Provider. The
            Service Providers agree to indemnify and hold the Company and Bluegreen harmless from
            and against all liability, loss or expense (including reasonable attorneys’ fees
            and similar expenses) arising from any claims resulting from Service Provider’s
            breach of its obligations under this Agreement except as a result of Company’s or
            Bluegreen’s (as applicable) willful misconduct or gross negligence.


            
                      Section
            6.4     Limitation of Liability. The Advertisers agree
            that the aggregate amount of the Service Providers’ liability in relation to any
            and all acts, omissions, failures to publish, mistakes, and/or errors in the printing,
            publishing, display, broadcasting or other related provision of services in relation to
            the BP/BC Marketing Channels set forth in Section 2.3, Section 2.5 and
            Section 2.6 shall not exceed, except for acts of gross negligence or willful
            misconduct, the costs actually reimbursed by the Advertiser to the Service Provider in
            accordance with this Agreement in connection with such acts, omissions, failures to
            publish, mistakes, and/or errors in the printing, publishing, display, broadcasting or
            other provision of services in relation to the BP/BC Marketing Channels giving rise to
            such liability. In addition to the foregoing, under no circumstances shall any party to
            this Agreement be liable to another for any special, incidental, indirect,
            consequential, lost future revenue, income or profits, diminution


            35

            


            

            


            of value or loss
            of business reputation or opportunity, punitive or similar damages in connection with
            this Agreement.


            ARTICLE VII -
            MISCELLANEOUS


            
                      Section
            7.1      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 PRINCIPLES.


            
                      Section
            7.2       Submission to Jurisdiction. Each of
            the parties hereto irrevocably (A) agrees 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
            7.3      Remedies.


            
                                (a)       If
            a party hereto 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 party hereto shall be entitled to maintain, on its own behalf, any
            action or proceeding against any other party hereto (including, any action for damages,
            specific performance, or declaratory relief) for or by reason of breach by such party
            of this Agreement; provided, however, the liability of any party 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 parties 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 party to exercise any right it may have in the event of an act or omission
            giving rise to a claim hereunder shall prevent the exercise of such right by such party
            at any time the defaulting party continues to be so in default, and no such failure or
            delay shall operate as a waiver of any default. Each separate party to this Agreement
            shall be entitled to such rights and remedies, independent one from any other party
            hereto. Specifically, by way of example and not limitation, Bluegreen and the Company,
            upon default by any Service Provider shall, independently and severally, and subject to
            the limitations of liability set forth in this Agreement, be entitled to any and all
            damages permitted hereunder as against such Service Provider provable as a consequence
            thereof.


            
                                (c)       No
            waiver by a party 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
            party after any such breach shall be deemed to be a waiver of any breach of this
            Agreement whether or not such party knows of such breach at the time it accepts such
            payment or performance.


            
                                (d)       In
            the event of any dispute or disagreement between the parties, the party asserting the
            dispute shall give written notification of such dispute or disagreement to, if such
            party is a Service Provider or Tracker Marine, John M. Maloney, Jr., or the person
            then


            36

            


            

            


            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 Big Cedar 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 7.3. 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
            7.4      Notice/Default. Notwithstanding any provision
            herein otherwise, no default of this Agreement shall be determined to exist until and
            unless any failure to observe or perform any provision of this Agreement continues for
            ninety (90) days after written notice thereof by a party hereunder to a party not so
            performing or observing, or if the violation is corrected with respect to future
            violations within ninety (90) days after written notice of such breach from the
            non-breaching party; provided, however, that if the nature of such failure is such that
            it cannot reasonably be cured within such ninety (90) day period, and such
            non-performing party, within the ninety (90) day period commences to cure, and
            thereafter diligently processes such cure to completion, such cure period shall be
            extended for a period of no more than sixty (60) days, and provided, further, this
            Section 7.4 shall not apply to Section 2.2.


            
                      Section
            7.5      Notices. All notices required or
            permitted by the terms hereof shall be given by hand delivery or by sent and paid
            Federal Express or other overnight delivery, at the following addresses or at such
            other addresses as either party hereto shall, in writing, advise the other:


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                        
                          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

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                        
                        James J. Scavo,
                        Esq.

                        Weinstock & Scavo, P.C.

                        3405 Piedmont Road, N.E., Suite 300

                        Atlanta, Georgia 30305

                        e-mail address:

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                        
                        Barry E. Somerstein,
                        Esq.

                        Ruden McClosky

                        200 East Broward Blvd

                        P.O. Box 1900

                        Ft. Lauderdale, Florida 33301

                    



            37

            


            

            


            	
                         

                    	
                         

                    	
                         

                    	
                    
	
                        If
                        to a Service Provider or Tracker Marine:

                    	
                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        Big
                        Cedar, L.L.C.

                        2500 East Kearney Street

                        Springfield, Missouri 65898

                        Attn: General Counsel

                        Attn: Toni M. Miller

                    	
                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        With
                        a copy to:

                    	
                         

                    	
                        
                        Latham & Watkins,
                        L.L.P.

                        233 South Wacker Drive

                        Chicago, IL 60606

                        Attn: Michael A. Pucker

                    	
                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                        If
                        to the Company:

                    	
                         

                    	
                        
                        Bluegreen/Big Cedar
                        Vacations, LLC

                        Attention: John M. Maloney, Jr. President

                        c/o Bluegreen Corporation

                        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

                    	
                    
	
                         

                    	
                         

                    	
                         

                    	
                    
	
                         

                    	
                         

                    	
                        Big
                        Cedar, L.L.C.

                        2500 East Kearney Street

                        Springfield, Missouri 65898

                        Attn: General Counsel

                        Attn: Toni M. Miller

                    	
                    
	
                         

                    	
                         

                    	
                         

                    	
                    
	
                         

                    	
                         

                    	
                        
                        James J. Scavo,
                        Esq.

                        Weinstock & Scavo, P.C.

                        3405 Piedmont Road, N.E.

                        Suite 300

                        Atlanta, Georgia 30305

                    	
                    
	
                         

                    	
                         

                    	
                         

                    	
                    
	
                         

                    	
                         

                    	
                        
                        Barry E. Somerstein,
                        Esq.

                        Ruden McClosky

                        200 East Broward Blvd

                        P.O. Box 1900

                        Ft. Lauderdale, Florida 33301

                    	
                    



            38

            


            

            

            	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        
                        Latham & Watkins,
                        L.L.P.

                        233 South Wacker Drive

                        Chicago, IL 60606

                        Attn: Michael A. Pucker

                    


            


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


            
                      Section
            7.6      Assignment. No party to this Agreement may,
            without the prior consent of all of the parties not then in default hereunder, which
            consent may be withheld in such party’s sole discretion, transfer any rights or
            obligations under this Agreement, provided, however, any party may
            transfer its rights or obligations to an Affiliate of such party upon receipt of
            consent of all of the other parties, which consent shall not be unreasonably
            withheld.


            
                      Section
            7.7      Confidentiality. The parties hereto, on behalf
            of themselves and their respective agents, employees and attorneys each hereby covenant
            and agree to keep confidential all information regarding this transaction and the
            advertising, marketing and promotional services to be provided hereunder (provided,
            however, that they may divulge such information as required and requested by lenders,
            investors and potential investors pursuant to an appropriate confidentiality agreement
            or other investors and potential investors related to receivable purchase transactions
            or governmental authorities, including within such releases or announcements as may be
            required by law, or by the rules or regulations of any securities exchange) and they
            shall keep confidential all information regarding projections concerning marketing and
            sale of the Timeshare Projects or any Bluegreen Timeshare Facility, development of the
            Timeshare Projects and methods of marketing and sale. All notices to third parties and
            all publicity or press releases with respect to the transaction contemplated hereby
            shall be mutually approved by the Company, Bluegreen, Big Cedar and Bass Pro prior to
            release or dissemination. Bluegreen shall present draft copies of all Bluegreen filings
            with the United States Securities and Exchange Commission that relate to this Agreement
            to Bass Pro at least three business days prior to such filing for review.


            
                      Section
            7.8      Good Faith Cooperation, Negotiation, Operation and
            Performance. The parties hereby agree to cooperate, negotiate, operate, and
            perform in good faith to accomplish the intentions and fully effectuate the purposes of
            this Agreement, including but not limited to, in the creation, execution, and delivery
            of any document or service contemplated hereunder. Upon reasonable request, from time
            to time, the parties shall execute and deliver all documents and instruments and do all
            of the acts as may be reasonably necessary or desirable to give effect to the
            performance of this Agreement and all the services hereunder to be provided or to
            exercise by the other parties their respective rights hereunder. The Service Providers
            shall, for each license, right or easement specified in this Agreement deliver to the
            Advertisers appropriate documentation on a form acceptable to the Advertisers to
            identify such right in specific documentation.


            
                      Section
            7.9     Severability. If any provision of this
            Agreement shall be held to be illegal, invalid or unenforceable, that provision will be
            enforced to the maximum extent permissible, so


            39

            


            

            


            as to effect the
            intent of the parties, and the validity, legality and enforceability of the remaining
            provisions shall not in any way be affected or impaired thereby. If necessary to effect
            the intent of the parties, the parties will negotiate in good faith to amend this
            Agreement to replace the unenforceable language with the enforceable language which as
            closely as possible reflects such intent. The provisions of this Agreement to the
            benefit of Bluegreen are severable and distinct from the provision of this Agreement to
            the benefit of the Company, and shall be enforceable one independent from the
            other.


            
                      Section
            7.10     Counterparts. This Agreement may be
            executed in one or more counterparts, all of which shall be considered one and the same
            agreement, and shall become effective when one or more counterparts shall have been
            signed by each party and delivered to each other party.


            
                      Section
            7.11     Entire Agreement. This Agreement
            constitutes the entire agreement between the parties hereto as to the subject matter
            contained herein and supersedes all prior discussions, understandings, and agreements
            between them as to the subject matter contained herein, including, without limitation,
            the Original M&P Agreement and the agreements contemplated thereby. This Agreement
            may not be modified or amended unless such amendment is set forth in writing and signed
            by each party.


            
                      Section
            7.12     Construction. This Agreement has been
            negotiated by the parties and their respective counsel, and shall be fairly interpreted
            in accordance within the terms, and without any strict construction in favor of or
            against any party. In construing this Agreement, the singular sense shall be deemed to
            include the plural, and the male and neuter gender shall mean and comprehend all
            genders, whenever such meaning or interpretation is necessary and appropriate. Headings
            contained in this Agreement are for reference purposes only, and shall not affect in
            any way the meaning or interpretation of this Agreement.


            
                      Section
            7.13     No Condition Precedent. The obligations
            of the parties hereto shall be determined by the terms of this Agreement and shall not
            be subject to any other, additional or extraneous condition precedent occurring. By way
            of example and not limitation, the terms of this Agreement shall be binding amongst and
            between the parties hereto, despite any absence of agreement concerning construction,
            improvement or development of the Red Rock Bluff Timeshare Project.


            
                      Section
            7.14     Time is of the Essence. Time is of the essence
            in the performance of this Agreement.


            
                      Section
            7.15     Consideration. Service Providers acknowledge
            that certain promises of Advertisers herein run to the benefit of Service Providers and
            certain promises of Advertisers herein run to the benefit of Service Providers. In
            exchange for the foregoing, as well as in exchange for other good and valuable
            consideration, the receipt and sufficiency of which is acknowledged by Service
            Providers and Advertisers and each agrees that they are bound to this Agreement and to
            the performance of the obligations hereunder to the benefit of the other.


            [signature
            pages follow]


            40

            


            

            


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                         

                    	
                    	
                         

                    
	
                         

                    	
                         

                    	
                        BLUEGREEN
                        VACATIONS UNLIMITED,

                        INC., a Florida corporation

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        By:

                    
	
                         

                    	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                        Print
                        Name:

                    
	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                        Title:

                    
	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        BLUEGREEN/BIG
                        CEDAR VACATIONS,

                        LLC, a Delaware limited liability company:

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        By:

                    	
                        Bluegreen Vacations
                        Unlimited, Inc. a Florida corporation, its Managing Member

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        By:

                    
	
                         

                    	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                        Print
                        Name:

                    
	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                        Title:

                    
	
                         

                    	
                         

                    	
                        

                    



            [Signature
            Page to Amended and Restated Marketing and Promotions Agreement]

            


            

            


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        BIG CEDAR,
                        L.L.C., a Missouri limited liability

                        company

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        By:

                    
	
                         

                    	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                        
                                Toni
                        M. Miller

                    
	
                         

                    	
                         

                    	
                        
                                Authorized
                        Signatory

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        BASS PRO,
                        INC., a Delaware corporation

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        By:

                    
	
                         

                    	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                        
                                Toni
                        M. Miller

                    
	
                         

                    	
                         

                    	
                        
                                Vice
                        President, Chief Financial Officer, &

                                Treasurer

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        BASS PRO OUTDOORS
                        ONLINE, L.L.C., a

                        Missouri limited liability company

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        By:

                    
	
                         

                    	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                        
                                Toni
                        M. Miller

                    
	
                         

                    	
                         

                    	
                        
                                Authorized
                        Signatory

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        BASS PRO OUTDOOR
                        WORLD, L.L.C., a

                        Missouri limited liability company

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        By:

                    
	
                         

                    	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                        
                                Toni
                        M. Miller

                    
	
                         

                    	
                         

                    	
                        
                                Authorized
                        Signatory

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        BPS CATALOG,
                        L.P., a Missouri limited

                        partnership

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        By:

                    
	
                         

                    	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                        
                                Toni
                        M. Miller

                    
	
                         

                    	
                         

                    	
                        
                                Authorized
                        Signatory

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        BASS PRO
                        TRADEMARKS, L.L.C., a Missouri

                        limited liability company

                    



            [Signature
            Page to Amended and Restated Marketing and Promotions Agreement]

            


            

            


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        By:

                    
	
                         

                    	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                        
                                 Toni
                        M. Miller

                    
	
                         

                    	
                         

                    	
                        
                                Authorized
                        Signatory

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        WORLD WIDE
                        SPORTSMAN, INC., a South

                        Carolina Corporation

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        By:

                    
	
                         

                    	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                        
                                Toni
                        M. Miller

                    
	
                         

                    	
                         

                    	
                        
                                Vice
                        President, Chief Financial Officer and

                                Treasurer

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        BASS PRO SHOPS
                        CANADA, INC., an Ontario

                        corporation

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        By:

                    
	
                         

                    	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                        
                               Toni
                        M. Miller

                    
	
                         

                    	
                         

                    	
                        
                                Vice
                        President, Chief Financial Officer &

                                Treasurer

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        BASS PRO SHOPS
                        CANADA (CALGARY),

                        INC., a Canada corporation

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        By:

                    
	
                         

                    	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                        
                                Toni
                        M. Miller

                    
	
                         

                    	
                         

                    	
                        
                                Vice
                        President, Chief Financial Officer &

                                Treasurer

                    



            [Signature
            Page to Amended and Restated Marketing and Promotions Agreement]

            


            

            


            	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        BPIP, LLC, a
                        Virginia limited liability company

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        By:

                    
	
                         

                    	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                        
                                Toni
                        M. Miller

                    
	
                         

                    	
                         

                    	
                        
                                Authorized
                        Signatory

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        TRACKER MARINE,
                        L.L.C., a Missouri limited

                        liability company

                    
	
                         

                    	
                         

                    	
                         

                    
	
                         

                    	
                         

                    	
                        By:

                    
	
                         

                    	
                         

                    	
                         

                    	
                        

                    
	
                         

                    	
                         

                    	
                        
                                Toni
                        M. Miller

                    
	
                         

                    	
                         

                    	
                        
                                Authorized
                        Signatory

                    



            [Signature
            Page to Amended and Restated Marketing and Promotions Agreement]

            


            

            


            EXHIBIT
            “A-1”


            BASS PRO
            TRADEMARKS, TRADE NAMES, SERVICE MARKS, PROPRIETARY

            MARKS, LOGOS AND UNIQUE SIGNS

            


            

            


            EXHIBIT
            “A-2”


            BIG CEDAR
            TRADEMARKS, TRADE NAMES, SERVICE MARKS, PROPRIETARY

            MARKS, LOGOS AND UNIQUE SIGNS

            


            

            


            EXHIBIT
            “B-1”


            BIG CEDAR
            TIMESHARE PROJECT PROPERTY DESCRIPTION

            


            

            


            EXHIBIT
            “B-2”


            RED ROCK BLUFF
            TIMESHARE PROJECT PROPERTY DESCRIPTION

            


            

            


            EXHIBIT
            “C”


            PROSPECT TRACT
            (TO BE REVISED WITHIN 30 DAYS)