<PAGE>
                                                                   EXHIBIT 10.15


                                 LOAN AGREEMENT

         THIS LOAN AGREEMENT (the "Agreement") dated as of September 17, 2001
between BANKATLANTIC BANCORP, INC., a Florida corporation, whose principal place
of business is 1750 East Sunrise Boulevard, Ft. Lauderdale, Florida 33304 (the
"Borrower") and COLUMBUS BANK AND TRUST COMPANY, a Georgia banking corporation
whose principal place of business is at 1148 Broadway, Columbus, Georgia 31901
(the "Bank"). The parties hereto hereby agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  Section 1.01. Defined Terms. As used in this Agreement, the
following terms have the following meanings (terms defined in the singular to
have same meaning when used in the plural and vice versa):

                  "Affiliate" means any Person (1) which directly or indirectly
controls, or is controlled by, or is under common control with the Borrower or a
Subsidiary; (2) which directly or indirectly beneficially owns or holds five
percent (5.0%) or more of any class of voting stock of the Borrower or any
Subsidiary; or (3) which directly or indirectly beneficially owns or holds five
percent (5.0%) or more of the voting stock of which is directly or indirectly
beneficially owned or held by the Borrower or a Subsidiary. The term "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person whether through the
ownership of voting securities, by contract, or otherwise.

                  "Agreement" means this Loan Agreement, as amended,
supplemented, or modified from time to time.

                  "Business Day" means any day other than a Saturday, Sunday, or
other than any day on which commercial banks in Georgia are authorized or
required to close under the laws of the State of Georgia.

                  "Capital Lease" means all leases which have been or should be
capitalized on the books of the lessee in accordance with GAAP.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and the regulations and published interpretations thereof.

                  "Collateral" means the property identified and described on
EXHIBIT A attached hereto and incorporated herein.

                  "Commitment" means the Bank's obligation to make a Loan to the
Borrower pursuant to Section 2.01 in the amount referred to therein.

                  "Commonly Controlled Entity" means an entity, whether or not
incorporated,




<PAGE>

which is under common control with the Borrower within the meaning
of Section 414(b) or 414(c) of the Code.

                  "Debt" means (1) indebtedness or liability of a Person, to
include, but not limited to, Borrower for borrowed money; (2) obligations of a
Person, to include, but not limited to, Borrower evidenced by bonds, debentures,
notes, or other similar instruments; (3) obligations of Borrower or any
Subsidiaries for the deferred purchase price of property or services (including
trade obligations); (4) obligations of a Person, to include, but not limited to
Borrower as lessee under Capital Leases; (5) liabilities of a Person, to
include, but not limited to, Borrower in respect of unfunded vested benefits
under Plans covered by ERISA; (6) all guarantees, endorsements (other than for
collection or deposit in the ordinary course of banking business), interest rate
swaps, and other contingent obligations of a Person, to include, but not limited
to, Borrower to purchase, to provide funds for payment, to supply funds to
invest in any other Person or entity, or otherwise to assure a creditor against
loss (except loans or letters of credit made or issued in the ordinary course of
business); and (7) obligations of a Person, to include, but not limited to,
Borrower, other than obligations as a lender, secured by any liens, whether or
not the obligations have been assumed. The term "Debt" does not include any
deposit liabilities of any bank subsidiary or obligations incurred in the
ordinary course of banking business, including, but not limited to, obligations
to the Federal Reserve Bank or Federal Home Loan Bank or in respect of
obligations for federal funds purchased or securities sold under agreements to
repurchase.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations and published
interpretations thereof.

                  "Event of Default" means any of the events specified in
Section 8.01, provided that any requirement for the giving of notice, the lapse
of time, or both, or any other condition, has been satisfied.

                  "GAAP" means generally accepted accounting principles in the
United States.

                  "Lien" means any charge, encumbrance, security interest,
mortgage, deed of trust, pledge, security interest, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), or preference,
priority, or other security agreement or preferential arrangement, charge, or
encumbrance of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing, or the filing of
any financing statement under the Uniform Commercial Code or comparable law of
any jurisdiction to evidence any of the foregoing).

                  "Loan" shall have the meaning assigned to such term in Section
2.01.

                  "Loan Document" means this Agreement, the Note, the Security
Agreement, or other agreement evidencing or securing the Loan (two or more of
the foregoing being also referred to collectively herein as the "Loan
Documents").

                  "Multiemployer Plan" means a Plan described in Section
4001(a)(3) of ERISA.




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<PAGE>

                  "Note" shall have the meaning assigned to such term in Section
2.03.

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

                  "Person" means an individual, partnership, corporation,
limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, governmental authority, or other
entity of whatever nature.

                  "Plan" means any pension plan which is covered by Title IV of
ERISA and in respect of which the Borrower or a Commonly Controlled Entity is an
"employer" as defined in Section 3(5) of ERISA.

                  "Prime Rate" means the rate of interest announced by the Bank
from time to time as its prime commercial lending rate, which rate is not
necessarily the lowest rate of interest charged by the Bank to its borrowers.

                  "Principal Office" means the Bank's office at 1148 Broadway,
Columbus, Georgia 31901.

                  "Prohibited Transaction" means any transaction set forth in
Section 406 of ERISA or Section 4975 of the Code.

                  "Real Estate Owned" has the meaning assigned to such term in
Section 4.15.

                  "Reportable Event" means any of the events set forth in
Section 4043 of ERISA.

                  "Security Agreement" means the Stock Pledge and Security
Agreement in substantially the form of EXHIBIT B, to be delivered by the
Borrower under the terms of this Agreement.

                  "Subsidiary" means, as to the Borrower, a corporation of which
shares of stock having ordinary voting power (other than stock having such power
only by reason of the happening of a contingency) to elect a majority of the
board of directors or other managers of such corporation are, at the time,
owned, or the management of which corporation is otherwise controlled, directly
or indirectly, through one or more intermediaries, or both, by the Borrower,
including, without limitation, the following corporation: BANKATLANTIC, A
FEDERAL SAVINGS BANK.

                  "Tier I Capital" means those components of the equity capital
of the Borrower or of any bank Subsidiary which, in the aggregate, constitute
the core or primary capital of the Borrower or bank Subsidiary, as those
components are determined and defined from time to time by the federal banking
regulator having primary jurisdiction over the Borrower or any bank Subsidiary.



                                       3
<PAGE>


                  "Tier II Capital" means those components of the equity capital
of the Borrower or of any bank Subsidiary which, in the aggregate, constitute
the supplementary capital of the Borrower or bank Subsidiary, as those
components are determined and defined from time to time by the federal banking
regulator having primary jurisdiction over the Borrower or any bank Subsidiary.

                  "Total Capital" means the total of the amounts of Tier I
Capital and Tier II Capital that qualify, under the applicable regulations of
the federal banking regulator having primary jurisdiction over the Borrower or
any bank Subsidiary, for inclusion in the computation of leverage capital
requirements and risk-weighted capital requirements.

                  Section 1.02. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP
consistent with those applied in the preparation of the financial statements
referred to in Section 4.04, and all financial data submitted pursuant to this
Agreement shall be prepared in accordance with such principles.

                                   ARTICLE II

                          AMOUNT AND TERMS OF THE LOAN

                  Section 2.01. Loan. The Bank agrees on the terms and
conditions hereinafter set forth to extend a line of credit on a revolving basis
(the "Loan") to the Borrower on the date of this Agreement in the maximum
principal amount of Fifty-Five Million and No/100ths ($55,000,000.00) Dollars.
Subject to the provisions of this Agreement, Borrower shall be entitled to
borrow, repay and re-borrow funds in accordance with the terms hereof so long as
the total principal amount owed Bank under the Note prior to March 15, 2002
never exceeds $55,000,000.00 and on and after March 15, 2002, never exceeds
$30,000,000.00.

                  Section 2.02. Interest. The Borrower shall pay interest to the
Bank on the outstanding and unpaid principal amount of the Loan made under this
Agreement at a rate per annum equal to the Prime Rate minus 50 basis points. Any
change in the interest rate resulting from a change in the Prime Rate shall
become effective as of the opening of business on the day on which such change
in the Prime Rate shall become effective. Interest shall be calculated on the
basis of a year of three hundred sixty (360) days for the actual number of days
elapsed. Interest shall be paid in immediately available funds on the first day
of each month commencing October 1, 2001 and continuing on the first day of each
month thereafter until September 1, 2004 at which time all outstanding principal
and accrued but unpaid interest shall be due, at the Principal Office. Any
principal amount not paid when due (at maturity, by acceleration, or otherwise)
shall bear interest thereafter until paid in full, payable on demand, at a rate
which shall be four percent (4.0%) above the rate which would otherwise be
applicable.

                  Section 2.03. Note. The Borrower's obligation to repay the
Loan shall be evidenced by its promissory note (the "Note") in substantially the
form of EXHIBIT C attached hereto and payable to the order of the Bank.

                  Section 2.04. Prepayments. The Borrower may without penalty
prepay the Note in whole or in part, with accrued interest to the date of such
prepayment on the amount prepaid and Borrower may without penalty upon payment
in full of all outstanding principal, accrued but unpaid interest and other sums
due hereunder or under the Note retire the Loan upon written notification to
Bank.



                                       4
<PAGE>

                  Section 2.05. Method of Payment. The Borrower shall make each
payment under this Agreement and under the Note on the date when due in lawful
money of the United States to the Bank at its Principal Office in immediately
available funds. The Borrower hereby authorizes the Bank, if and to the extent
payment is not made when due under this Agreement and under the Note, to charge
from time to time against any account of the Borrower (but not the account of a
Subsidiary) with the Bank any amount so due. Whenever any payment to be made
under this Agreement or under the Note shall be stated to be due on a day other
than a Business Day, such payment shall be made on the next succeeding Business
Day, and such extension of time shall in such case be included in the
computation of payment of interest.

                  Section 2.06. Use of Proceeds. The proceeds of the Loan
hereunder shall be used by the Borrower to refinance an existing line of credit
Borrower has with Bank and to support capital needs of Borrower and its
subsidiary, BANKATLANTIC, A FEDERAL SAVINGS BANK, including the repayment of
Debt. The Borrower will not, directly or indirectly, use any part of such
proceeds for the purpose of purchasing or carrying any margin stock within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System
or to extend credit to any Person for the purpose of purchasing or carrying any
such margin stock, or for any purpose which violates, or is inconsistent with,
Regulation X of such Board of Governors.

                                   ARTICLE III

                                    ADVANCES

                  Section 3.01. Advances. The Borrower shall give the Bank at
least one (1) Business Day's telephone notice of a requested disbursement under
this Agreement, specifying the date the disbursement is requested and the amount
thereof. The Bank may rely upon such telephone request for disbursements
received from individuals identifying themselves as and purporting to be one of
the following: President, Executive Vice President or Chief Financial Officer of
Borrower.

The telephone request for disbursement should be promptly confirmed in writing
by Borrower by mailing or transmitting by facsimile transmission a confirmation
to the Bank at the address designated hereinafter, as may be amended. Upon
fulfillment of the applicable conditions set forth below, and provided that the
request for disbursement does not cause the Borrower to exceed the maximum
principal amount of the Loan, the Bank will make such disbursements available to
the Borrower in immediately available funds by crediting the amount thereof to
the Borrower's account, or other designated account, with the Bank.

                  Section 3.02. Conditions Precedent to Initial Advance. The
obligation of the Bank to make the initial advance under the Loan to Borrower is
subject to the conditions precedent that the Bank shall have received on or
before the day of such advance each of the following, in form and substance
satisfactory to the Bank and its counsel:

                           (1) Note. The Note duly executed by the Borrower;

                           (2) Security Agreement. The Security Agreement
executed and delivered by Borrower to Bank in form and substance satisfactory to
Bank in which Borrower shall agree to pledge and assign to Bank and to grant to
Bank a first-priority security interest in, all




                                       5
<PAGE>

right, title, and interest of the Borrower in and to all stock of BANKATLANTIC,
A FEDERAL SAVINGS BANK registered in the name of BankAtlantic Bancorp, Inc.
(street name or otherwise) or owned by Borrower and all proceeds of such shares,
together with such stock certificates, stock powers, and financing statements as
Bank deems necessary to perfect the security interest of Bank in the Collateral;

                           (3) Evidence of All Corporate Action by the Borrower.
Certified (as of the date of this Agreement) copies of all corporate action
taken by the Borrower, including resolutions of its Board of Directors,
authorizing the execution, delivery, and performance of the Loan Documents to
which it is a party and each other document to be delivered pursuant to this
Agreement;

                           (4) Incumbency and Signature Certificate of the
Borrower. A certificate (dated as of the date of this Agreement) of the
Secretary of Borrower certifying the names and true signatures of officers of
the Borrower authorized to sign the Loan Documents to which it is a party and
each other documents to be delivered by the Borrower under this Agreement;

                           (5) Opinion of Counsel for the Borrower. A favorable
opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., counsel
for the Borrower, in substantially the form of EXHIBIT D, and as to such other
matters as the Bank may reasonably request;

                           (6) Officer's Certificate. A certificate signed by a
duly authorized officer of Borrower dated the date of this Agreement, in
substantially the form of EXHIBIT E;

                           (7) Additional Documentation. Such other approvals,
opinions, or documents as the Bank may reasonably request;

                           (8) Request for Advance. A request for advance
pursuant to Section 3.01 hereof;

                           (9) Regulatory Approval. Copies of any and all
necessary governmental regulatory approvals of the Loan contemplated hereby, to
the extent such approval shall be required;

                           (10) No Material Adverse Change. A certificate signed
by a duly authorized officer of the Borrower stating that there has been no
material adverse change in the condition (financial or otherwise), business, or
operations of the Borrower or any Subsidiary; and

                           (11) Financial Reports. Current audited financial
statement of Borrower and its bank subsidiaries together with copies of
BankAtlantic, a Federal Savings Bank's asset/liability plan and loan policy
guidelines, together with an opportunity for Bank to review BankAtlantic, a
Federal Savings Bank's latest regulatory examination, unless such shall be
prohibited by the applicable regulatory body or authority.

                  Section 3.03. Conditions Precedent to Subsequent Advances. The
obligation of



                                       6
<PAGE>

the Bank to make subsequent advances is subject to the conditions precedent that
the Bank shall have received, in form and substance satisfactory to it, each of
the following documents, and that each of the conditions described below is
fulfilled to the satisfaction of the Bank: (i) a request for advance pursuant to
Section 3.01 hereof; and (ii) the representations and warranties contained in
Article IV hereof and each of the other Loan Documents shall be correct in all
material respects on and as of the date of the request for the advance and the
date of the advance, with the same effect as though made on and as of those
dates, except to the extent that such representations and warranties relate
solely to an earlier date, and on each of such dates, no event, act, or
condition shall have occurred or be continuing, or would result from the advance
requested, which constitutes an Event of Default or would constitute an Event of
Default but for the requirement that notice be given or time elapse, or both.
The submission by the Borrower of an oral or written request for advance shall
constitute a representation and warranty as to the correctness of the above
facts, and if requested by the Bank with respect to the advance requested, the
Borrower shall furnish to the Bank a written certificate of an officer of the
Borrower, satisfactory in form and substance to the Bank, as to the correctness
of the above facts as a condition precedent to such advance and confirming that
the approvals required in paragraph (9) above remain in effect at the time of
each disbursement from the Loan.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  In order to induce the Bank to enter into the Agreement and to
disburse the proceeds of the Loan, the Borrower represents and warrants to the
Bank that:

                  Section 4.01. Incorporation, Good Standing, and Due
Qualification. The Borrower and each of its non-bank Subsidiaries is a
corporation duly incorporated, validly existing, and in good standing under the
laws of the jurisdiction of its incorporation. BANKATLANTIC, A FEDERAL SAVINGS
BANK, is a federal savings bank duly organized, validly existing, and in good
standing under the laws of the United States. The Borrower and each of its
Subsidiaries has the corporate power and authority to own its assets and to
transact the business in which it is now engaged or proposed to be engaged; and
is duly qualified as a foreign corporation and in good standing under the laws
of each other jurisdiction in which such qualification is required.

                  Section 4.02. Corporate Power and Authority. The execution,
delivery, and performance by the Borrower of the Loan Documents and the creation
of the security interest provided for under the Security Agreement are within
the Borrower's corporate powers and have been duly authorized by all necessary
corporate action and do not and will not (1) require any consent or approval of
the stockholders of the Borrower; (2) contravene the Borrower's charter or
bylaws; (3) violate any provision of any law, rule, regulation (including,
without limitation, Regulations U and X of the Board of Governors of the Federal
Reserve System), order, writ, judgment, injunction, decree, determination, or
award presently in effect having applicability to the Borrower; (4) result in a
breach of or constitute a default under any indenture or loan or credit
agreement or any other agreement, lease, or instrument to which Borrower is a
party or by which it or its properties may be bound or affected; or (5) result
in, or require, the creation or imposition of any Lien, except as contemplated
by the Security Agreement, upon or with respect to any of the properties now
owned or hereafter acquired by the Borrower.



                                       7
<PAGE>

                  Section 4.03. Legally Enforceable Agreement. This Agreement
is, and each of the other Loan Documents are legal, valid, and binding
obligations of the Borrower, and enforceable against the Borrower in accordance
with their respective terms, except to the extent that such enforcement may be
limited by applicable bankruptcy, insolvency, and other similar laws affecting
creditors' rights generally.

                  Section 4.04. Financial Statements. The consolidated balance
sheet of the Borrower and the Subsidiaries as of December 31, 2000, and the
related consolidated statements of income, shareholder's equity, and cash flows
of the Borrower and the Subsidiaries for the fiscal year then ended, and the
accompanying footnotes, together with the opinion thereon, dated January 25,
2001 of KPMG, LLP, independent certified public accountants, copies of which
have been furnished to the Bank, are complete and correct in all material
respects and fairly present the financial condition of the Borrower and the
Subsidiaries at such dates and the results of the operations of the Borrower and
the Subsidiaries for the periods covered by such statements, all in accordance
with GAAP; and since December 31, 2000, there has been no material adverse
change in the condition (financial or otherwise), business, or operations of the
Borrower or any Subsidiary. There are no liabilities of the Borrower or any
Subsidiary, fixed or contingent, which are material but are not reflected in the
financial statements or in the notes thereto, other than liabilities arising in
the ordinary course of business since December 31, 2000. No information,
exhibit, or report furnished by the Borrower to the Bank in connection with the
approval of the Loan or negotiation of this Agreement contains any material
misstatement of fact or omitted to state a material fact or any fact necessary
to make the statement contained therein not materially misleading.

                  Section 4.05. Labor Disputes and Acts of God. Neither the
business nor the properties of the Borrower or any Subsidiary are affected by
any fire, explosion, accident, strike, lockout or other labor dispute, drought,
storm, hail, earthquake, embargo, act of God or of the public enemy, or other
casualty (whether or not covered by insurance) materially and adversely
affecting such business or properties or the operation of the Borrower or such
Subsidiary.

                  Section 4.06. Other Agreements. Neither the Borrower nor any
Subsidiary is a party to any indenture, loan, credit agreement, regulatory
agreement or imposition, or to any lease or other agreement or instrument, or
subject to any charter or corporate restriction which could have a material
adverse effect on the business, properties, assets, operations, or conditions,
financial or otherwise, of the Borrower or any Subsidiary or the ability of the
Borrower to carry out its obligations under the Loan Documents to which it is a
party. Neither the Borrower nor any Subsidiary is in material default in any
respect in the performance, observance, or fulfillment of any of the
obligations, covenants, or conditions contained in any agreement or instrument
to which it is a party.

                  Section 4.07. Litigation. Except as is set forth expressly on
EXHIBIT F attached hereto, no action or proceeding is pending or, threatened
against, or affecting, the Borrower or any of its Subsidiaries before any court,
board, commission, governmental agency, or arbitrator, which would reasonably be
expected to, in any one case or in the aggregate, materially adversely affect
the Collateral or the financial condition, operations, properties, or business
of the Borrower and the Subsidiaries taken as a whole or the ability of the
Borrower to perform its obligation under the Loan Documents to which it is a
party.



                                       8
<PAGE>

                  Section 4.08. No Defaults or Outstanding Judgments or Orders.
The Borrower and its Subsidiaries have satisfied all judgments, and neither the
Borrower nor any Subsidiary is in default with respect to any judgment, writ,
injunction, decree, rule, or regulation of any court, arbitrator, federal,
state, municipal, or other governmental authority, commission, board, bureau,
agency, or instrumentality, domestic or foreign (other than in either case
involving judgments for immaterial amounts or for which adequate reserves have
been established in accordance with GAAP).

                  Section 4.09. Ownership and Liens. The Borrower and each
Subsidiary have title to, or valid leasehold interests in, all of their
properties and assets, real and personal, including the properties and assets
and leasehold interest reflected in the financial statements referred to in
Section 4.04 (other than any properties or assets disposed of in the ordinary
course of business), and none of the properties and assets owned by the Borrower
or any Subsidiary and none of their leasehold interests is subject to any Lien,
except such as may be permitted pursuant to Section 6.01 of this Agreement.

                  Section 4.10. Subsidiaries and Ownership of Stock. The
Borrower's audited and consolidated financial statements, as provided to Bank,
and Exhibit 21.1 to the Borrower's Annual Report on Form 10-K for the year ended
December 31, 2000, represent in all material respects a complete and accurate
list of the Subsidiaries of the Borrower. Except as set forth on Schedule ____
[PLEASE PROVIDE] and except as contemplated by the Security Agreement, all of
the outstanding capital stock of each Subsidiary has been validly issued, is
fully paid and nonassessable, and is owned by the Borrower free and clear of all
Liens.

                  Section 4.11. ERISA. With respect to each Plan maintained by
Borrower and each Subsidiary, the Borrower and each Subsidiary are in compliance
in all material respects with all applicable provisions of ERISA. Neither a
Reportable Event nor a Prohibited Transaction has occurred and is continuing
with respect to any Plan that may reasonably be expected to subject Borrower or
any Commonly Controlled Entity to any material liability; no notice of intent to
terminate a Plan has been filed, nor has any Plan been terminated; no
circumstances exist which constitute grounds entitling the PBGC to institute
proceedings to terminate, or appoint a trustee to administer, a Plan, nor has
the PBGC instituted any such proceedings; neither the Borrower nor any Commonly
Controlled Entity has completely or partially withdrawn from a Multiemployer
Plan; the Borrower and each Commonly Controlled Entity have met their minimum
funding requirements under ERISA with respect to all of their Plans, and the
present fair market value of all Plan assets allocable to such benefits exceeds
the value of all vested benefits under each Plan, as determined on the most
recently completed actuarial valuation report for the Plan and in accordance
with the provisions of ERISA; and neither the Borrower nor any Commonly
Controlled Entity has incurred any liability to the PBGC under ERISA other than
for premium payments in the normal course of Plan administration.

                  Section 4.12. Operation of Business. The Borrower and the
Subsidiaries possess all licenses, permits, franchises, patents, copyrights,
trademarks, and trade names, or rights thereto, necessary to conduct their
respective businesses substantially as now conducted and as presently proposed
to be conducted, and the Borrower and the Subsidiaries are not to Borrower's
knowledge, in violation of any valid rights of others with respect to any of the
foregoing.

                  Section 4.13. Taxes. The Borrower and each of the Subsidiaries
have, in all



                                       9
<PAGE>

material respects, filed all tax returns (federal, state, and local) required to
be filed and have paid all taxes, assessments, and governmental charges and
levies shown thereon to be due, including interest and penalties. The federal
income tax liabilities of the Borrower and the Subsidiaries have been audited by
the Internal Revenue Service and have been finally determined and satisfied for
all taxable years up to and including the taxable year ended December 31, 1988.

                  Section 4.14. Absence of Undisclosed Liabilities. Except as
reflected in the audited consolidated balance sheet of Borrower at December 31,
2000 (including the notes thereto), as of December 31, 2000, neither Borrower
nor any Subsidiary had any material liability or obligation whatsoever, whether
accrued, absolute, contingent, or otherwise that should, in accordance with
GAAP, have been disclosed in such financial statements and notes thereto. Since
December 31, 2000, neither Borrower nor any Subsidiary has incurred any material
liability or obligation, except for liabilities and obligations incurred in the
ordinary course of business or that will not have a material adverse effect on
the Collateral, Borrower and the Subsidiaries taken as a whole.

                  Section 4.15. Environmental. The Borrower and each Subsidiary
have duly complied with, and their businesses, operations, assets, equipment,
property, leaseholds, other real estate owned, or other facilities are in
compliance in all material respects with, the provisions of all federal and
state, environmental, health, and safety laws, codes, and ordinances, and all
rules and regulations promulgated thereunder. Neither the Borrower nor any
Subsidiary has received notice of, nor knows of or suspects, facts which might
constitute any violations of any federal or state environmental, health, or
safety laws, codes, or ordinances, and any rules or regulations promulgated
thereunder with respect to its businesses, operations, assets (including but not
limited to real property loan collateral), equipment, property, leaseholds, or
other facilities. [Set forth in EXHIBIT G is a list of all real property owned
(other than real property acquired pursuant to foreclosure of a lien in favor of
Borrower or any Subsidiary (or by deed in lieu thereof and real estate owned by
Levitt Corp. and its subsidiaries)) ("Real Estate Owned")] or leased by the
Borrower and its Subsidiaries, wherever located, and a brief description of the
business conducted at such location.

                  Section 4.16. Governmental Approval. All permits, consents,
authorizations, approvals, declarations, notifications, filings or registrations
with any governmental or regulatory authority or any third party which are
necessary in connection with the consummation of this transaction have been
obtained on or before the date hereof.

                  Section 4.17. Regulatory Compliance. The Borrower and each
Subsidiary are in compliance in all material respects with all laws, statutes,
ordinances, and governmental rules, regulations, or requirements relating to or
affecting their business or operations.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

                  So long as the Note shall remain unpaid, the Borrower will:

                  Section 5.01. Use of Proceeds. Use the proceeds of the Loan
only for the purpose set forth herein, and will furnish the Bank such evidence
as it may reasonably require with respect to such use.



                                       10
<PAGE>

                  Section 5.02. Maintenance of Existence. Preserve and maintain,
and cause each Subsidiary to preserve and maintain, its corporate existence and
good standing in the jurisdiction of its incorporation, and qualify and remain
qualified, and cause each such Subsidiary to qualify and remain qualified, as a
foreign corporation in each jurisdiction in which such qualification is
required. BankAtlantic, a Federal Savings Bank shall maintain its existence as a
federal savings bank organized under the laws of the United States of America.

                  Section 5.03. Maintenance of Records. Keep, and cause each
Subsidiary to keep, adequate records and books of account, in which complete
entries will be made in accordance with GAAP consistently applied, reflecting
all financial transactions of the Borrower and its Subsidiaries.

                  Section 5.04. Maintenance of Properties. Maintain, keep, and
preserve, and cause each Subsidiary to maintain, keep, and preserve, all of its
properties (tangible and intangible) necessary or useful in the proper conduct
of its business in satisfactory working order and condition, ordinary wear and
tear excepted.

                  Section 5.05. Conduct of Business. Continue, and cause each
Subsidiary to continue, to engage in a business of the same general type as now
conducted by it on the date of this Agreement.

                  Section 5.06. Maintenance of Insurance. Maintain and cause
each Subsidiary to maintain insurance coverages including, but not limited to,
bankers' blanket bonds, public liability insurance, and fire and extended
coverage insurance on all assets owned by them, all in such form and
amounts, and with such insurers, as are reasonably satisfactory to the Bank.

                  Section 5.07. Compliance with Laws. Comply, and cause each
Subsidiary to comply, in all material respects with all applicable laws, rules,
regulations, orders, and material agreements to which they are subject, such
compliance to include, without limitation, maintaining adequate cash reserves
for the payment of, and paying before the same become delinquent, all taxes,
assessments, and governmental charges imposed upon it or upon its property
except as contested in good faith.

                  Section 5.08. Right of Inspection. From time to time upon
reasonable advance notice from Bank (provided advance notice shall not be
required if an Event of Default has occurred), permit the Bank or any agent or
representatives thereof to examine and make copies of and abstracts from the
records and books of account of, and visit the properties of, the Borrower and
any Subsidiary, and to discuss the affairs, finances, and accounts of the
Borrower and any Subsidiary with any of their respective officers and directors
and the Borrower's independent accountants.

                  Section 5.09. Reporting Requirements. Furnish to the Bank:

                  (1) Quarterly Financial Statements. As soon as available
Borrower shall furnish to Bank each Quarterly Thrift Financial Report regarding
BankAtlantic, a Federal Savings Bank produced for the Office of Thrift
Supervision;



                                       11
<PAGE>

                  (2) Annual Financial Statements. As soon as available and in
any event within one hundred twenty (120) days after the end of each fiscal year
of the Borrower, audited consolidated balance sheets of the Borrower and audited
unconsolidated balance sheets of BankAtlantic, a Federal Savings Bank, Ryan Beck
& Co. and any Subsidiaries acquired or otherwise created, the equity of which
exceeds 5% of consolidated equity as of the end of such fiscal year and audited
consolidated and audited unconsolidated statements of income, shareholder
equity, and cash flows of the Borrower and the Subsidiaries for such fiscal
year, all in reasonable detail and stating in comparative form the respective
figures for the corresponding date and period in the prior fiscal year and all
prepared in accordance with GAAP and accompanied by an opinion thereon
acceptable to the Bank by KPMG, LLP or other accountants selected by the
Borrower and reasonably acceptable to the Bank;

                  (3) Management Letters. Promptly upon receipt thereof, copies
of any reports submitted to the Borrower or any Subsidiary by independent
certified public accountants in connection with examination of the financial
statements of the Borrower or any Subsidiary made by such accountants;

                  (4) Certificate of No Default. Within forty-five (45) days
after the end of each of the quarters of each fiscal year of the Borrower, a
certificate of the chief financial officer of the Borrower, substantially in the
form of EXHIBIT H attached hereto and made a part hereof (a) certifying, inter
alia, that (i) the representations and warranties contained in Article IV hereof
and in each of the Loan Documents remain true and correct in all material
respects (except to the extent that such representations and warranties relate
solely to an earlier date), (ii) the Borrower and Subsidiaries are in compliance
with the covenants set forth herein, and (iii) that no Event of Default has
occurred and is continuing or, if an Event of Default has occurred and is
continuing, a statement as to the nature thereof and the action which is
proposed to be taken with respect thereto; and (b) with computations
demonstrating compliance with the covenants contained in Article VII;

                  (5) Accountant's Report. Simultaneously with the delivery of
the annual financial statements referred to in Section 5.09(2), such statements
to the effect that, in making the examination necessary for the audit of such
statements, the accountants conducting such examination have obtained no
knowledge of any condition or event which constitutes an Event of Default, or if
such accountants shall have obtained knowledge of any such condition or event,
specifying in such certificate each such condition or event, of which they have
knowledge and the nature and status thereof;

                  (6) Notice of Litigation. Promptly after the commencement
thereof, notice of all actions, suits, and proceedings before any court or
governmental department, commission, board, bureau, agency, or instrumentality,
domestic or foreign, affecting the Borrower or any Subsidiary which, if
determined adversely to the Borrower or such Subsidiary, could have a material
adverse effect on the financial condition, properties, or operations of the
Borrower or such Subsidiary;

                  (7) Notice of Events of Default. The Borrower will notify the
Bank immediately if it becomes aware of the occurrence of any Event of Default
or of any fact, condition, or



                                       12
<PAGE>

event that only with the giving of notice or passage of time, or both, could
become an Event of Default, or of the failure of the Borrower to observe any of
its undertakings hereunder;

                  (8) ERISA Reports. As soon as possible, and in any event
within thirty (30) days after the Borrower knows or has reason to know that any
circumstances exist that constitute grounds entitling the PBGC to institute
proceedings to terminate a Plan with respect to the Borrower or any Commonly
Controlled Entity, and promptly, but in any event within two (2) Business Days
of receipt by the Borrower or any Commonly Controlled Entity of notice that the
PBGC intends to terminate a Plan or appoint a trustee to administer the same,
and promptly, but in any event within five (5) Business Days of the receipt of
notice concerning the imposition of withdrawal liability in excess of ONE
HUNDRED THOUSAND AND NO/100 DOLLARS with respect to the Borrower or any Commonly
Controlled Entity, the Borrower will deliver to the Bank a certificate of the
chief financial officer of the Borrower setting forth all relevant details and
the action which the Borrower proposes to take with respect thereto;

                  (9) Reports to Other Creditors. Promptly after the furnishing
thereof, copies of any statement or report furnished by Borrower or any
Subsidiary (except such statements or reports furnished by Borrower or any
Subsidiary in the ordinary course of their respective business as lenders) to
any other party pursuant to the terms of any indenture, loan, credit, or similar
agreement and not otherwise required to be furnished to the Bank pursuant to any
other clause of this Section 5.09;

                  (10) Proxy Statements, Etc. Promptly after the sending or
filing thereof, copies of all proxy statements, financial statements, and
reports which the Borrower or any Subsidiary sends to its stockholders, and
copies of all regular, periodic, and special reports, and all registration
statements which the Borrower or any Subsidiary files with the Securities and
Exchange Commission or any governmental authority which may be substituted
therefor, or with any national securities exchange;

                  (11) Reports to Regulatory Agencies. Promptly after the
sending or filing of the same, copies of all call reports and other reports,
including without limitation responses to administrative enforcement actions,
and modifications or amendments thereto, that the Borrower or its Subsidiaries
sends or files with any regulatory agency;

                  (12)     Intentionally Omitted;

                  (13) Adverse Changes. Promptly after the occurrence thereof
and in no event later than ten (10) days thereafter, full disclosures of any
material adverse changes in the Collateral or the finances or business of
Borrower and the Subsidiaries taken as a whole;

                  (14) OTS Annual H-(b)(11) Report. Promptly after the sending
or filing the OTS Annual H-b(11) Report to the Federal Reserve and the FSCIC;
and

                  (15) Promptly notify Bank in writing of any memorandum of
understanding entered into by Borrower or BankAtlantic, a Federal Savings Bank.
and any regulatory authority and provide Bank of copy of such memorandum.

                  (16) General Information. Such other information respecting
the condition or




                                       13
<PAGE>

operations, financial or otherwise, of the Borrower or any Subsidiary as the
Bank may from time to time reasonably request.

                  Section 5.10. Environmental. Be and remain, and cause each
Subsidiary to be and remain, in all material respects, in compliance with the
provisions of all federal and state environmental, health, and safety laws,
codes and ordinances, and all rules and regulations issued thereunder; and
notify the Bank immediately of any notice of an environmental complaint received
from any governmental agency or any other party.

                  Section 5.11. Composite Rating. Make reasonable efforts to
maintain and cause each bank Subsidiary to maintain, the applicable composite
rating (i.e., CAMEL, BOPEC, MACRO, or such other applicable composite rating) of
safety and soundness of any banking regulator charged with examining the
Borrower or any bank Subsidiary, which is not less than the composite rating
which exists at the date of this Agreement.

                  Section 5.12. Capital Adequacy. Maintain, and cause each bank
Subsidiary to maintain, at all times, the minimum levels of regulatory capital
necessary to maintain the regulatory capital classification of "Adequately
Capitalized," as such term is defined by the applicable primary banking
regulator.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

                  So long as the Note shall remain unpaid, the Borrower will
not:

                  Section 6.01. Liens. Create, incur and assume, or suffer to
exist, or permit any Subsidiary to create, incur, assume, or suffer to exist,
any lien upon or with respect to any of its properties, now owned or hereafter
acquired, except:

                  (1) Liens in favor of the Bank;

                  (2) Liens for taxes or assessments or other governmental
charges or levies if not yet due and payable or not yet delinquent or, if due
and payable, if they are being contested in good faith by appropriate
proceedings and for which appropriate reserves are maintained;

                  (3) Liens imposed by law, such as mechanics', materialmen's,
landlords', warehousemen's, and carriers' Liens, securing obligations incurred
in the ordinary course of business which are not yet due and payable or not yet
delinquent or which are being contested in good faith by appropriate proceedings
and for which appropriate reserves have been established;

                  (4) Liens under workers' compensation, unemployment insurance,
Social Security, or similar legislation;

                  (5) Liens, deposits, or pledges to secure the performance of
bids, tenders, contracts (other than contracts for the payment of money), leases
(permitted under the terms of this Agreement), public or statutory obligations,
surety, stay, appeal, indemnity, performance, or other similar bonds, or other
similar obligations arising in the ordinary course of business;



                                       14
<PAGE>

                  (6) Judgment and other similar Liens arising in connection
with court proceedings, provided the execution or other enforcement of such
Liens is effectively stayed and the claims secured thereby are being actively
contested in good faith and by appropriate proceedings;

                  (7) Easements, rights-of-way, restrictions, and other similar
encumbrances which, in the aggregate, do not materially interfere with the
occupation, use, and enjoyment by the Borrower or any Subsidiary of the property
or assets encumbered thereby in the normal course of its business or materially
impair the value of the property subject thereto;

                  (8) Liens incidental to the conduct of banking business, not
incurred in connection with the borrowing of money, arising out of transactions
in federal funds, repurchaser agreements, interbank credit facilities, bank
deposits, or other obligations to customers or depositors of the Borrower's
Subsidiaries, as such, arising under the leases of real and personal property,
or arising out of transactions by the Borrower or any of its Subsidiaries as
trustee.

                  (9) Liens in the ordinary course of business consistent with
past practices.

                  (10) Those liens specified in EXHIBIT I attached hereto and
made a part hereof.

                  Section 6.02. Debt. Create, incur, assume, or suffer to exist,
or permit any Subsidiary to create, incur, assume, or suffer to exist, any Debt,
except:

                  (1) Debt of the Borrower under this Agreement or the Note;

                  (2) Debt described in EXHIBIT J, but no voluntary prepayments,
except for the repurchase of six and three-quarters of one percent (6.75%)
debentures as contemplated by the parties hereto, renewals, extensions, or
refinances thereof, unless consented to by Bank, which consent may be withheld
in Bank's reasonable discretion;

                  (3) Debt which is subordinate to the Debt of Borrower under
this Agreement or the Note which is expressly consented to by Bank in writing
which consent may be withheld in Bank's reasonable discretion.

                  (4) Debt of any Subsidiary for which Borrower has no liability
of any nature and which is expressly consented to by Bank in writing, which
consent may be withheld in Bank's reasonable discretion.

                  (5) Accounts payable to trade creditors for goods or services
which are not aged more than sixty (60) days from the billing date and current
operating liabilities (other than for non-material amounts incurred in the
ordinary course of banking business) which are not more than sixty (60) days
past due, in each case incurred in the ordinary course of business, as presently
conducted, and paid within the specified time, unless contested in good faith
and by appropriate proceedings.

                  (6) Existing Debt of and Debt hereafter created or assumed by
Levitt Corporation or Ryan Beck & Co., Inc. or their respective subsidiaries for
which Borrower and BankAtlantic, a Federal Savings Bank are not or will not be
responsible.



                                       15
<PAGE>

                  Section 6.03. Mergers, Acquisitions, Etc. Wind up, liquidate,
or dissolve itself, reorganize, merge, or consolidate with or into, or convey,
sell, assign, transfer, lease, or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to any Person, acquire all or
substantially all of the assets or the business of any Person, or commence or
acquire any new business not conducted by it on the date of this Agreement, or
permit any Subsidiary to do so, except for acquisitions or activities that
receive written regulatory approval and the capital of Borrower or BankAtlantic,
a Federal Savings Bank, as the case may be, is deemed "well capitalized" under
regulatory guidelines after giving effect to the acquisition or activities and
except for other acquisitions or activities that the Bank, in its sole
discretion, may consent in writing.

                  Section 6.04. Leases. Create, incur, assume, or suffer to
exist, or permit any Subsidiary to create, incur, assume, or suffer to exist,
any obligation as lessee for the rental or hire of any real or personal
property, except: (1) leases existing on the date of this Agreement and any
extensions or renewals thereof; (2) leases (other than Capital Leases) which do
not in the aggregate require the Borrower and its Subsidiaries on a consolidated
basis to make payments (including taxes, insurance, maintenance, and similar
expense which the Borrower or any Subsidiary is required to pay under the terms
of any lease) in any fiscal year of the Borrower in excess of ONE MILLION AND
NO/100 DOLLARS ($1,000,000.00); (3) leases between the Borrower and any
Subsidiary or between any Subsidiaries. The Bank, in its sole discretion, may
consent in writing to additional exceptions.

                  Section 6.05. Sale and Leaseback. Sell, transfer, or otherwise
dispose of, or permit any Subsidiary to sell, transfer, or otherwise dispose of,
any real or personal property to any Person and thereafter directly or
indirectly lease back the same or similar property.

                  Section 6.06. Dividends. After the date hereof, make any
distribution in respect of its capital stock or purchase, or redeem or otherwise
acquire any shares of its outstanding capital stock unless such action has been
reported to any and all necessary regulatory authorities and Bank and such
regulatory authorities have not objected to such action, within the applicable
period for objection.

                  Section 6.07. Sale of Assets. Sell, lease, assign, transfer,
or otherwise dispose of, or permit any Subsidiary to sell, lease, assign,
transfer, or otherwise dispose of, any of its now owned or hereafter acquired
assets (including, without limitation, shares of stock and indebtedness of
Subsidiaries, receivables, and leasehold interest), except: (1) sales of real
property, including sales of significant size, in the ordinary course of
business for Levitt Corporation and its subsidiaries, sale of assets (including
securities) by Borrower, BankAtlantic, a Federal Savings Bank and Ryan Beck &
Co., Inc. in the ordinary course of their business; (2) the sale or other
disposition of assets no longer used or useful in the conduct of its business;
(3) that any Subsidiary may sell, lease, assign, or otherwise transfer its
assets to the Borrower; and (4) sales of loans in the ordinary course of
business and sales of Real Estate Owned. The Bank, in its sole discretion, may
consent in writing to additional exceptions.

                  Section 6.08. Guaranties, Etc. Assume, guarantee, endorse, or
otherwise be or




                                       16
<PAGE>

become directly or contingently responsible or liable, or permit any Subsidiary
to assume, guarantee, endorse, or otherwise be or become directly or
contingently responsible or liable (including, but not limited to, an agreement
to purchase any obligation, stock, assets, goods, or services, or to supply or
advance any funds, assets, goods, or services, or an agreement to maintain or
cause such Person to maintain a minimum working capital or net worth, or
otherwise to assure the creditors of any person against loss) for obligations of
any Person, except guaranties by endorsement of negotiable instruments for
deposits or collection or similar transactions in the ordinary course of
business, except pursuant to letters of credit issued by bank Subsidiaries in
the ordinary course of business, except currently existing guaranties set forth
on Exhibit K hereto and except future guaranties of a similar nature to those
set forth in Exhibit K hereto consistent with past practices, it being agreed
and acknowledged that Levitt Corporation and Ryan Beck & Co., Inc. shall be
permitted to guarantee the debt of their respective subsidiaries, so long as
Borrower or BankAtlantic, a Federal Savings Bank shall not be liable for said
indebtedness.

                  Section 6.09. Transactions with Affiliates. Enter into any
transaction, including, without limitation, the purchase, sale, or exchange of
property or the rendering of any services, with any Affiliate, or permit any
Subsidiary to enter into any transaction, including, without limitation, the
purchase, sale, or exchange of property or the rendering of any service, with
any Affiliate, except in the ordinary course of and pursuant to the reasonable
requirements of the Borrower's or such Subsidiary's business, upon fair and
reasonable terms no less favorable to the Borrower or such Subsidiary than would
obtain in a comparable arm's-length transaction with a Person not an Affiliate,
and in compliance with all applicable regulatory and statutory requirements.

                  Section 6.10. Notwithstanding anything herein to the contrary,
neither Borrower, Borrower's parent, nor any subsidiary of Borrower may create,
incur or assume any additional debt to Levitt Corp., previously known as
BankAtlantic Development Corporation except in accordance with exposure policy
described on EXHIBIT "L" attached hereto and incorporated herein by reference
and current documentation practices without the prior written consent of Bank,
which consent may be withheld in Bank's sole and absolute discretion.

                                   ARTICLE VII

                               FINANCIAL COVENANTS

                  So long as the Note shall remain unpaid:

                  Section 701. Borrower's bank Subsidiaries from the date hereof
until January 1, 2002 shall maintain a total Risked Based Capital ratio of
10.75% or greater and from January 1, 2002 and thereafter, at all times, a total
Risked Based Capital Ratio of 11% or greater.

                  Section 7.02. Borrower's bank Subsidiaries shall at all times
maintain a Loan Loss Reserve to Total Loans ratio equal to or greater than
1.25%.

                  Section 7.03. Borrower's bank Subsidiaries shall at all times
maintain a Loan Loss Reserve to Non-Performing Loans ratio equal or greater than
100%. For purposes of this Section 7.03, Non-Performing Loans shall exclude the
first $10,000,000 of purchased non-performing 1-4 family residential real estate
mortgages.



                                       17
<PAGE>

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

                  Section 8.01. Events of Default. An Event of Default shall be
deemed to exist if any of the following events shall occur and is not cured
within applicable cure periods, if any:

                  (1) The Borrower shall fail to pay the principal of, or
interest on, the Note, or any fee, when due;

                  (2) Any representation, warranty or certification made or
deemed made by the Borrower in this Agreement, the Security Agreement, or any of
the other Loan Documents, or which is contained in any certificate, document,
opinion, or financial or other statement furnished at any time under or in
connection with any Loan Document, shall prove to have been incorrect,
incomplete, or misleading in any material respect on or as of the date made or
deemed made;

                  (3) The Borrower shall fail to perform or observe any term,
covenant, condition or agreement contained herein or in any other of the Loan
Documents in any material respect;

                  (4) Any Event of Default hereunder or in any other of the Loan
Documents shall occur;

                  (5) The Borrower or any of its Subsidiaries shall (a) fail to
pay any indebtedness for borrowed money (other than the Note) of the Borrower or
such Subsidiary, as the case may be, or any interest or premium thereon, when
due (whether by scheduled maturity, required prepayment, acceleration, demand,
or otherwise); or (b) in any material respects, fail to perform or observe any
term, covenant, or condition on its part to be performed or observed under any
agreement or instrument relating to any such indebtedness, when required to be
performed or observed, if the effect of such failure to perform or observe is to
accelerate, or to permit the acceleration of, after the giving of notice or
passage of time, or both, the maturity of such indebtedness, and such failure
has not been waived by the holder of such indebtedness or any such indebtedness
shall be declared to be due and payable, or required to be prepaid (other than
by a regularly scheduled required prepayment), prior to the stated maturity
thereof and Borrower or its Subsidiaries fails to pay such indebtedness in full;

                  (6) The Borrower or any of its Subsidiaries (a) shall
generally not pay, or shall be unable to pay, or shall admit in writing its
inability to pay its debts as such debts become due; or (b) shall make an
assignment for the benefit of creditors, or petition or apply to any tribunal
for the appointment of a custodian, receiver, or trustee for it or a substantial
part of its assets; or (c) shall commence any proceeding under any bankruptcy,
reorganization, arrangement, readjustment of debt, dissolution, or liquidation
law or statute of any jurisdiction, whether now or hereafter in effect; or (d)
shall have had any such petition or application filed or any such proceeding
commenced against it in which an order for relief is entered or an adjudication
or appointment is made, and which remains undismissed for a period of sixty (60)
days or more; or (e)



                                       18
<PAGE>

shall take any corporate action indicating its consent to, approval of, or
acquiescence in any such petition, application, proceeding, or order for relief
or the appointment of a custodian, receiver, or trustee for all or any
substantial part of its properties; or (f) shall suffer any such custodianship,
receivership, or trusteeship to continue undischarged for a period of sixty (60)
days or more;

                  (7) One or more judgments, decrees, or orders for the payment
of money in excess of 1% of consolidated shareholders equity of Borrower in the
aggregate shall be rendered against the Borrower or any of its Subsidiaries and
the amount of said judgment(s) not covered by Borrower's or Subsidiaries'
insurance is in excess of Five Hundred Thousand and No/100ths ($500,000.00)
Dollars and such judgments, decrees, or orders shall continue unsatisfied and in
effect for a period of thirty (30) consecutive days without being vacated,
discharged, satisfied, or stayed or bonded pending appeal;

                  (8) The Security Agreement shall at any time after its
execution and delivery and for any reason cease (a) to create a valid and
perfected first priority security interest in and to the property purported to
be subject to such Security Agreement; or (b) to be in full force and effect or
shall be declared null and void, or the validity or enforceability thereof shall
be contested by the Borrower, or the Borrower shall deny it has any further
liability or obligation under the Security Agreement;

                  (9) Any of the following events shall occur or exist with
respect to the Borrower and any Commonly Controlled Entity under ERISA; any
Reportable Event shall occur with respect to which the PBGC's notice requirement
is not waived; complete or partial withdrawal from any Multiemployer Plan shall
take place; any Prohibited Transaction shall occur; a notice of intent to
terminate a Plan shall be filed, or a Plan shall be terminated in either case,
other than a standard termination described in Section 4041 of ERISA; or
circumstances shall exist which constitute grounds entitling the PBGC to
institute proceedings to terminate a Plan, or the PBGC shall institute such
proceedings; and in each case above, such event or condition, together with all
other events or conditions, if any, could subject the Borrower to any tax,
penalty, or other liability which in the aggregate may exceed Five Hundred
Thousand and No/100ths ($500,000.00) Dollars; or

                  (10) The Borrower or any of its Subsidiaries shall (i) be the
subject of any proceeding or investigation pertaining to the release by the
Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous
waste or substance into the environment, or (ii) violate any environmental law,
which in the case of an event described in clause (i) or clause (ii), could
reasonably be expected to have a material adverse effect on (i) the business,
property, condition (financial or otherwise), results of operations, or
prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Borrower to perform its obligations under the Loan Documents, or
(iii) the validity or enforceability of any of the Loan Documents or the rights
or remedies of the Bank thereunder;

                  (11) If the Borrower or any of its bank Subsidiaries, or the
directors or executive officers, thereof, becomes subject to any regulatory
enforcement action, which includes without limitation a written agreement,
supervisory directive, capital directive, removal action, or cease and desist
order, which regulatory enforcement action limits or restricts the ability of
Borrower or such Subsidiary to engage in its normal business; or




                                       19
<PAGE>

                  (12) If the composition of the Board of Directors of Borrower
as presently constituted shall change such that more than forty (40%) percent of
current Board of Directors shall be replaced or removed except for changes
approved by Bank in writing; or

                  (13) Any bank Subsidiary shall be unable or shall be deemed to
be unable to declare and distribute dividends as a result of restrictions
imposed by applicable regulation or by any banking regulator having jurisdiction
over the bank Subsidiary.

                  Borrower shall have thirty (30) days following the occurrence
of any non-monetary Event of Default hereunder which is subject to cure and for
which no specific cure period is provided herein in which to cure such
non-monetary event of default.

                  Section 8.02.  Remedies upon Event of Default.

                  Upon the occurrence of an Event of Default, after the
expiration of any applicable cure period, the Bank may:

                  (1) By notice to the Borrower, declare the Note, all interest
thereon, and all other amounts payable under this Agreement to be forthwith due
and payable, whereupon the Note, all such interest, and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest,
or further notice of any kind, all of which are hereby expressly waived by the
Borrower;

                  (2) At any time and from time to time, without notice to the
Borrower (any such notice being expressly waived by the Borrower), set off and
apply (i) any and all deposits (general or special, time or demand, provisional
or final) of Borrower at any time held by the Bank, and (ii) other indebtedness
at any time owing by the Bank to or for the credit or the account of the
Borrower against any and all of the obligations of the Borrower, now or
hereafter existing under this Agreement or the Note or any other Loan Document,
irrespective of whether or not the Bank shall have made any demand under this
Agreement or the Note or under any other of the Loan Documents and although such
obligations may be unmatured;

                  (3) Exercise from time to time any and all rights and remedies
available to a secured party when a debtor is in default under a security
agreement as provided in the applicable Uniform Commercial Code, or available to
Bank under any other applicable law or in equity, including without limitation
the right to any deficiency remaining after disposition of the Collateral;

                  (4) At its option, and without notice or demand of any kind,
exercise from time to time any and all other rights and remedies available to it
under this Agreement or any of the other Loan Documents;

                  (5) Borrower shall pay all of the reasonable costs and
expenses incurred by Bank in enforcing its rights under this Agreement and the
other Loan Documents. In the event any claim under this Agreement or under any
of the other Loan Documents is referred to an attorney for collection, or
collected by or through an attorney at law, Borrower will be liable to



                                       20
<PAGE>

Bank for all expenses incurred by it in seeking to enforce its rights hereunder,
under any other of the Loan Documents or in the Collateral, including without
limitation reasonable attorneys' fees; and

                  (6) Any proceeds from disposition of any of the Collateral may
be applied by Bank first to the payment of all expenses and costs incurred by
Bank in enforcing the rights of Bank under each of the Loan Documents and in
collecting, retaking, holding, preparing the Collateral for and advertising the
sale or other disposition of and realizing upon the Collateral, including
without limitation reasonable attorneys' fees actually incurred, as well as all
other legal expenses and court costs. Any balance of such proceeds may be
applied by Bank toward the payment of the Loan and in such order of application
as the Bank may from time to time elect. Bank shall pay the surplus, if any, to
Borrower. Borrower shall pay the deficiency, if any, to Bank.

                                   ARTICLE IX

                                  MISCELLANEOUS

                  Section 9.01. Amendments, Etc. No amendment, modification,
termination, or waiver of any provision of any Loan Document to which the
Borrower is a party, nor consent to any departure by the Borrower from any Loan
Document to which it is a party, shall in any event be effective unless the same
shall be in writing and signed by the Bank, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.

                  Section 9.02. Notices, Etc. All notices and other
communications provided for under this Agreement and under the other Loan
Documents shall be in writing (including telegraphic, telex, and facsimile
transmissions) and mailed or transmitted or delivered as follows:

                  If to the Borrower:       BankAtlantic Bancorp, Inc.
                                            1750 East Sunrise Boulevard
                                            Ft. Lauderdale, Florida 33304
                                            Attention: Alan B. Levan, CEO

                                            BankAtlantic Bancorp, Inc.
                                            1750 East Sunrise Boulevard
                                            Ft. Lauderdale, Florida 33304
                                            Attention: James White, CFO

                  With a courtesy
                  copy to:                  Stearns Weaver Miller Weissler
                                            Alhadeff & Sitterson, P.A.
                                            150 West Flagler Street, Suite 2200
                                            Miami, Florida 33130
                                            Attention: Alison W. Miller, Esq.




                                       21
<PAGE>

                  If to the Bank:           Columbus Bank and Trust Company
                                            1148 Broadway
                                            P. O. Box 120
                                            Columbus, Georgia 31901
                                            Attention: John Evans

or, as to each party, at such other address as shall be designated by such party
in a written notice to the other party complying as to delivery with the terms
of this Section 9.02. Except as otherwise provided in this Agreement, all such
notices and communications shall be effective when personally delivered or five
days after deposited in the United States Mail postage prepaid marked certified,
return receipt requested, addressed as aforesaid, except that notices to the
Bank pursuant to the provisions of Section 3.02 shall not be effective until
received by the Bank.

         Section 9.03. No Waiver. No failure or delay on the part of the Bank in
exercising any right, power, or remedy granted hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right,
power, or remedy preclude any other or further exercise thereof or the exercise
of any other right, power, or remedy hereunder.

         Section 9.04. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the Borrower and the Bank and their respective
successors and assigns, except that the Borrower may not assign or transfer any
of its rights under any Loan Document to which the Borrower is a party without
the prior written consent of the Bank.

         Section 9.05. Costs, Expenses, and Taxes. The Borrower agrees to pay on
demand all reasonable costs and expenses incurred by the Bank in connection with
the preparation, execution, delivery, filing, and administration of the Loan
Documents, and of any amendment, modification, or supplement to the Loan
Documents, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Bank incurred in connection with advising the Bank
as to its rights and responsibilities hereunder. The Borrower also agrees to pay
all such costs and expenses, including court costs, incurred in connection with
enforcement of the Loan Documents, or any amendments, modification, or
supplement thereto, whether by negotiation, legal proceedings, or otherwise. In
addition, the Borrower shall pay any and all stamp and other taxes and fees
payable or determined to be payable in connection with the execution, delivery,
filing, and recording of any of the Loan Documents and the other documents to be
delivered under any such Loan Documents, and agrees to hold the Bank harmless
from and against any and all liabilities with respect to or resulting from any
delay in paying or omission to pay such taxes and fees. This provision shall
survive termination of this Agreement.

         Section 9.06. Integration. This Agreement and the Loan Documents
contain the entire agreement between the parties relating to the subject matter
hereof and supersede all oral statements and prior writing with respect thereto
including the loan commitment.

         Section 9.07. Indemnity. The Borrower hereby agrees to defend,
indemnify, and hold the Bank harmless from and against any and all claims,
damages, judgments, penalties, costs, and expenses (including attorney's fees
and court costs now or hereafter arising from the aforesaid enforcement of this
clause) arising directly or indirectly from the activities of the Borrower



                                       22
<PAGE>

and its Subsidiaries, and its predecessors in interest, or arising directly or
indirectly from the Borrower's or any Subsidiaries', or any predecessors in
interests, violation of any environmental protection, health, or safety law,
whether such claims are asserted by any governmental agency or any other person.
This indemnity shall survive termination of this Agreement.

         Section 9.08. Governing Law. This Agreement and the Note shall be
governed by, and construed in accordance with, the laws of the State of Georgia.

         Section 9.09. Severability of Provisions. Any provision of any Loan
Document which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of such Loan
Document or affecting the validity or enforceability of such provision in any
other jurisdiction.

         Section 9.10. Headings. Article and Section headings in the Loan
Documents are included in such Loan Documents for the convenience of reference
only and shall not constitute a part of the applicable Loan Documents for any
other purpose.

         Section 9.11. JURY TRIAL WAIVER. THE BANK AND THE BORROWER HEREBY WAIVE
TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM, WHETHER IN
CONTRACT OR TORT, AT LAW OF IN EQUITY, ARISING OUT OF OR IN ANY WAY RELATED TO
THIS AGREEMENT OR THE LOAN DOCUMENTS. NO OFFICER OF THE BANK HAS AUTHORITY TO
WAIVE, CONDITION OR MODIFY THIS PROVISION.

         Section 9.12 Separate Instrument. All references in this Agreement to a
separate instrument are to such separate instrument as the same may be amended,
supplemented, renewed or extended from time to time.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                       BORROWER:

                                       BANKATLANTIC BANCORP, INC., a
                                       Florida corporation


                                       By:
                                           -------------------------------------
                                       Its:
                                           -------------------------------------
                                                    (CORPORATE SEAL)




                                       BANK

                                       COLUMBUS BANK AND TRUST
                                       COMPANY, a Georgia banking corporation


                                       By:
                                           -------------------------------------
                                       Its:
                                           -------------------------------------
                                                    (CORPORATE SEAL)



                                       23
<PAGE>

                                   EXHIBIT "A"

                                   COLLATERAL

         100 shares of BankAtlantic, a Federal Savings Bank, same being 100% of
the issued and outstanding stock of BankAtlantic, a Federal Savings Bank and
such other property and interests described in that certain Stock Pledge and
Security Agreement by and between BankAtlantic Bancorp, Inc. and Columbus Bank
and Trust Company dated September____, 2001.


                                      A-1

<PAGE>


                                    EXHIBIT B

                       STOCK PLEDGE AND SECURITY AGREEMENT

         THIS STOCK PLEDGE AND SECURITY AGREEMENT made and entered into as of
September ____, 2001 between BANKATLANTIC BANCORP, INC., a Florida corporation,
having its principal place of business at 1750 East Sunrise Boulevard, Ft.
Lauderdale, Florida 33304 ("Pledgor"), and COLUMBUS BANK AND TRUST COMPANY, a
Georgia banking corporation, having its principal place of business in Columbus,
Georgia ("Bank").

         WHEREAS, pursuant to a Loan Agreement, dated of even date herewith (the
"Loan Agreement), between Pledgor and the Bank, the Bank has agreed to extend a
line of credit ("Loan") to Pledgor, as evidenced by the Promissory Note of the
Pledgor evidencing the obligation of the Pledgor under the Loan Agreement (the
"Note"); and

         WHEREAS, as a condition to making the Loan, Bank has required Pledgor
to secure the due and punctual payment of the Loan, and to secure the due and
punctual performance under the Loan Agreement;

         NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

         1. Secured Obligations. This Stock Pledge and Security Agreement (the
"Stock Pledge Agreement") is given to secure (i) the due and punctual payment
and performance of the Pledgor's obligations under the Loan as evidenced by the
Note, including, without limitation, all indebtedness arising upon any
extensions and renewals of the Loan; (ii) the due and punctual payment and
performance of Pledgor's obligations under the Loan Agreement; and (iii) all
other further indebtedness of any amount which is now or may be hereafter owed
by Pledgor to Bank, whether individually or jointly with others not parties
hereto and whether direct or indirect, as maker, endorser, guarantor, surety, or
otherwise (collectively, or any portion thereof, the "Secured Obligations").

         2. Pledge and Security Interest.

         a. Pledgor hereby pledges and grants to Bank a first in priority
security interest in 100 shares of BANKATLANTIC, A FEDERAL SAVINGS BANK
("BankAtlantic") (which shares shall be evidenced by the stock certificates
which Pledgor has previously delivered to Bank), and any additional shares of
BankAtlantic hereafter at any time and from time to time acquired by Pledgor
together with all dividends, stock dividends, stock splits, warrants, options,
stock purchase rights, and all other property at any time and from time to time
distributed in respect of, or in exchange for, or in substitution of, any and
all of said shares, and all proceeds thereof, whether now existing or at any
time hereafter acquired or issued (all of which shall be referred to herein
collectively as the "Stock Collateral"); provided, however, prior to the
occurrence of any Event of Default hereunder, Pledgor shall be entitled to
receive and retain all dividends of cash and noncash property (other than stock
dividends, stock splits, warrants, options, and stock purchase



                                      B-1
<PAGE>

rights), and such dividends shall not constitute part of the Stock Collateral.
Upon delivery to the Bank, any security now or thereafter included in the Stock
Collateral shall be accompanied by executed stock powers in blank and by such
other documents or instruments as Bank may reasonably request. Each delivery of
certificates for such Stock Collateral shall be accompanied by a schedule
showing the number of shares and the numbers of certificates theretofore and
then being pledged hereunder, which schedule shall be attached hereto and made a
part hereof.

                  b. Upon the request of Bank, Pledgor will execute or cause to
be executed such financing statements and other documents, pay the cost of
filing or recording the same in all public offices deemed necessary or
appropriate by Bank, and do such other acts and things as Bank may from time to
time reasonably request, including delivery of the Stock Collateral to the Bank,
to establish and maintain a valid security interest in all the Stock Collateral,
free of all other liens and claims except those expressly permitted or granted
herein.

         3. Representations and Warranties. Pledgor hereby represents and
warrants to Bank as follows:

                  a. The stock certificate(s) identified in Section 2 hereof and
previously delivered to the Bank are genuine and in all respects what they
purport to be and constitute all of the issued and outstanding capital stock of
BankAtlantic, a federal savings bank;

                  b. Pledgor is the legal, registered owner of the Stock
Collateral and holds full and absolute beneficial title to the Stock Collateral,
free and clear of all liens, charges, encumbrances, security interest, and
voting trust restrictions of every kind and nature other than as contemplated by
this Stock Pledge Agreement;

                  c. That no consent or approval of any person, entity, or
government or regulatory authority is necessary to the validity of the pledge
contained in this Agreement, except such as have been obtained;

                  d. That Pledgor has full corporate power and authority to
pledge the Stock Collateral to Bank as security for the Secured Obligations, and
will defend its title thereto against the claims of all persons whomsoever;

                  e. That Pledgor has granted to Bank a security interest in the
Stock Collateral which is at the time hereof valid and of first priority under
applicable law, and no financing statement, security interest, or other lien or
encumbrance covering the Stock Collateral or its proceeds is outstanding or on
file in any public office, except any that may have been filed in favor of the
Bank;

                  f. That Pledgor has revoked all proxies heretofore given and
covenants not to extend further proxies or powers of attorney with respect to
the Stock Collateral so long as this Stock Pledge Agreement remains in full
force and effect; and

                  g. That Pledgor has the full corporate power and authority to
enter into this Stock Pledge Agreement and to perform its obligations hereunder,
and this Stock Pledge Agreement constitutes the valid, binding, and enforceable
agreement of Pledgor, enforceable against it in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, or other similar
laws affecting the rights of creditors generally, and except with respect




                                      B-2
<PAGE>

to the applicability of general equitable principles which may limit the
availability of specific performance or other equitable remedies.

                  4. Registration in Nominee Name; Denominations. Bank shall
have the right (in its sole and absolute discretion) to have the stock
certificate(s) representing the Stock Collateral assigned in blank in favor of
Bank. Upon an Event of Default under this Stock Pledge Agreement, Bank may have
such Stock Collateral registered in the name of Bank or any nominee or nominees
of Bank. Bank shall at all times have the right to exchange the stock
certificate(s) representing the Stock Collateral for stock certificate(s) of
smaller or larger denominations for any purpose consistent with its performance
of this Stock Pledge Agreement.

                  5. Covenants. So long as any of the Secured Obligations remain
unpaid or unperformed, Pledgor covenants and agrees with Bank as follows:

                  a. Pledgor shall keep the Stock Collateral free from all
security interests, liens, levies, attachments, voting restrictions, and all
other encumbrances, except for the interest of Bank herein granted; and

                  b. Pledgor shall not assign, sell, transfer, deliver, or
otherwise dispose of any of the Stock Collateral or any interest therein; and

                  c. Pledgor shall pay all taxes, assessments, and all other
charges of any nature which may be levied or assessed with respect to the Stock
Collateral; provided that Pledgor shall have the right to contest in good faith
any tax assessments or other charges; and

                  d. Pledgor shall deliver to Bank, immediately upon Pledgor's
receipt of same, any and all stock certificates representing the Stock
Collateral which Pledgor shall hereinafter acquire. The delivery of such after
acquired Stock Collateral to Bank shall be accompanied by a Power of Attorney To
Transfer Stock executed in blank in a form promulgated by Bank and shall be
deemed to be a reaffirmation by Pledgor of all of the terms and provisions of
this Stock Pledge Agreement; and

                  e. Pledgor shall at all times own 100% of the issued and
outstanding stock of BankAtlantic and such shares shall be pledged to Bank
hereunder.

                  6. Voting Rights: Dividends, Etc.

                  a. Unless and until an Event of Default hereunder shall have
occurred:

                           (i) Pledgor shall be entitled to exercise any and all
voting and consensual rights and powers accruing to an owner of the Stock
Collateral or any part thereof for any purpose not inconsistent with the terms
of this Stock Pledge Agreement;

                           (ii) Pledgor shall be entitled to receive and retain
any and all cash dividends payable on the Stock Collateral. Any and all stock or
liquidating dividends, stock warrants, stock options, stock purchase rights,
other distribution in property, return of capital, or distribution made on or in
respect of the Stock Collateral, whether resulting from a subdivision,
combination, or reclassification of capital stock or received in exchange for
the Stock Collateral, or any part thereof, or as a result of any merger,
consolidation, acquisition, or other exchange or



                                      B-3
<PAGE>

assets shall be and become part of the Stock Collateral pledged hereunder and,
if received by Pledgor, shall forthwith and immediately be delivered to Bank to
be held subject to the terms of this Stock Pledge Agreement, except to the
extent permitted to be retained by Pledgor pursuant to Section 2 hereof; and

                           (iii) Bank shall execute and deliver to Pledgor, or
cause to be executed and delivered to Pledgor, as appropriate, all such proxies,
powers of attorney, and other instruments as Pledgor may reasonably request for
the purpose of enabling Pledgor to exercise the voting and consensual rights and
powers which it is entitled to exercise pursuant to clause (i).

                  b. Upon the occurrence and during the continuance of any Event
of Default, and provided Bank has given Pledgor written notice of said Event of
Default:

                           (i) Pledgor agrees to deliver immediately to Bank any
and all cash, checks, drafts, items, or other instruments for the payment of
money which may be received after such default by Pledgor as dividends or
otherwise with respect to the Stock Collateral, duly endorsed and assigned to
Bank;

                           (ii) Pledgor agrees to deliver to Bank immediately
upon Pledgor's receipt thereof, any and all stock, stock dividends, stock
splits, warrants, and stock purchase rights received with respect to any of the
Stock Collateral, together with stock powers duly executed in blank with respect
to all stock and other certificates evidencing same; and

                           (iii) All rights of Pledgor to exercise the voting
and consensual rights and powers which it is entitled to exercise pursuant to
Section 6a (i) hereof shall cease, and all such rights shall thereupon become
vested in Bank, which shall have the sole and exclusive right and authority to
exercise such voting and consensual rights and powers.

                  7. Performance of Pledgor's Obligations. At its option, Bank
may (but shall not be obligated to) from time to time perform any agreement of
Pledgor hereunder which Pledgor shall fail to perform, and may take any other
reasonable action which Bank deems necessary for the maintenance or preservation
of the value of the Collateral or its interest therein.

                  8. Attorney-in-Fact. Pledgor hereby irrevocably constitutes
and appoints Bank as Pledgor's agent and attorney-in-fact, upon the occurrence
and continuance of an Event of Default, for the purposes of carrying out the
provisions of this Stock Pledge Agreement and taking any action and executing
any interest which Bank or Pledgor may deem necessary or advisable to accomplish
the purposes hereof. Without limiting the generality of the foregoing, upon the
occurrence and continuance of an Event of Default, Bank shall have the right and
power upon notice to Pledgor to receive, endorse, and collect all checks and
other orders for the payment of money made payable to Pledgor, representing any
interest or dividend or other distribution payable in respect of the Stock
Collateral or any part thereof, and give full discharge for the same. The
foregoing power of attorney is coupled with an interest and shall be terminated
only upon payment in full of the Secured Obligations.

                  9. Events of Default. An Event of Default shall occur under
this Stock Pledge Agreement upon the occurrence of any one or more of the
following events: (i) any Event of Default shall occur under, and as defined in,
the Loan Agreement; or (ii) upon the material



                                      B-4
<PAGE>

breach by Pledgor of any of the covenants set forth herein; or (iii) upon
default by Pledgor in any material respect in the performance or observance of
any other of the agreements, terms, or conditions herein contained, which
default shall not be fully cured within ten (10) days after Pledgor receives
written notice thereof; or (iv) any of the representations or warranties herein
made by Pledgor shall prove to be false or misleading in any material respect.

                  10. Rights and Remedies on Default. Upon the occurrence of an
Event of Default under this Stock Pledge Agreement, Bank may, in its sole
discretion and without further notice or demand, (i) declare all the Secured
Obligations to be immediately due and payable; (ii) proceed immediately to
exercise any and all of Bank's rights, powers, and privileges with respect to
the Stock Collateral, including, without limitation, the right, after ten (10)
days' notice to Pledgor to sell or otherwise dispose of the Stock Collateral or
any part thereof at private or public sale, in such manner as Bank shall deem
reasonable; and (iii) exercise any other right or remedy available to Bank under
the applicable Uniform Commercial Code or otherwise available by agreement or
under federal or state law. All rights and remedies herein specified are
cumulative and are in addition to such other rights and remedies as may be
available to Bank.

                  Bank shall act as the authorized agent and attorney-in-fact of
Pledgor in disposing of the Stock Collateral, and in that capacity is authorized
to take such action on behalf of Pledgor as will further such a disposition,
including, without limitation, any necessary endorsement or signature in its own
name. Pledgor expressly acknowledges that compliance with federal or state
securities and other laws may limit the disposition of the Stock Collateral by
Bank. No disposition of the Stock Collateral by Bank upon an Event of Default
shall be deemed to be a breach of any duty to Pledgor or to be commercially
unreasonable because a better sales price might have been attained through an
alternative disposition, if Bank in good faith has determined that the
alternative disposition might constitute a violation of state or federal laws.
Without limiting the generality of the foregoing, Bank may at any sale of the
Stock Collateral restrict the prospective bidders or purchasers of the Stock
Collateral to persons who will represent and agree that they are purchasing the
Stock Collateral for their own account for investment, and not with a view to
distribution or sale. Any purchaser at a sale conducted pursuant to the terms of
this Stock Pledge Agreement shall hold the property sold absolutely, free from
any claim or right on the part of Pledgor, and Pledgor hereby waives any right
of redemption, stay, or appraisal under present or future law. Each and every
purchaser of any of the Stock Collateral shall be vested with all shareholder's
rights provided by the stock purchased, including, without limitation, all
voting and dividend rights. Pledgor agrees that Bank or any designee of Bank or
Bank's parent holding company may purchase the Stock Collateral or any part
thereof at any sale. Any requirement imposed by law regarding the giving to
Pledgor of prior notice of any sale or other disposition of the Stock Collateral
shall be deemed reasonable if given by Bank in writing at least ten (10) days
prior to such sale or other disposition specifying the time and place thereof.

                  11. Application of Proceeds. The proceeds derived from a
disposition of the Stock Collateral shall be applied toward payment of the
Secured Obligations, in such order of application as Bank may from time to time
elect, and any remaining balance shall be paid to Pledgor.

                  12. Term of Agreement. This Stock Pledge Agreement shall
terminate upon the indefeasible payment in full of the Secured Obligations, at
which time Bank shall reassign and deliver to Pledgor, or to such person or
persons as Pledgor may in writing designate, against



                                      B-5
<PAGE>

receipt, any Stock Collateral still held by Bank, together with appropriate
instruments of reassignment and release. Such reassignment shall be without
recourse upon or warranty by Bank.

                  13. Securities. In view of the position of Pledgor in relation
to the Stock Collateral, or because of other present or future circumstances, a
question may arise under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, as now or hereafter in effect, or
any similar statute hereafter enacted analogous in purpose or effect (such Act
and any such similar statute as from time to time in effect being hereinafter
called the "Federal Securities Laws") with respect to any disposition of the
Stock Collateral permitted hereunder. Pledgor understands that compliance with
the Federal Securities Laws may very strictly limit the course of conduct of
Bank if Bank were to attempt to dispose of all or any part of the Stock
Collateral and may also limit the extent to which or the manner in which any
subsequent transferee of any Stock Collateral may dispose of the same.
Similarly, there may be other legal restrictions or limitations affecting Bank
in any attempt to dispose of all or any part of the Stock Collateral under
applicable Blue Sky or other state securities laws or similar laws analogous in
purpose or effect. Under applicable law, in the absence of an agreement to the
contrary, Bank may perhaps be held to have certain general duties and
obligations to Pledgor to make some effort towards obtaining a fair price even
though the Secured Obligations and other obligations may be discharged or
reduced by the proceeds of a sale at a lesser price. Pledgor clearly understands
that Bank is not to have any such general duty and obligation to Pledgor, and
Pledgor will not attempt to hold Bank responsible for selling all or any part of
the Stock Collateral at an inadequate price even if Bank shall accept the first
offer received or does not approach more than one possible purchaser, provided
Bank acts in a commercially reasonable manner. The provisions of this paragraph
will apply notwithstanding the existence of a public or private market upon
which the quotations or sale prices may exceed substantially the price at which
Bank sells.

                  14. Miscellaneous.

                  a. Notices. All notices and other communications to Pledgor
under this Stock Pledge Agreement shall be deemed to have been effectively given
when delivered in person to Pledgor or five (5) days after sending thereof, by
certified U.S. Mail, postage prepaid, return receipt requested, to the following
address:

If to Pledgor:        BankAtlantic Bancorp, Inc.
                      1750 East Sunrise Boulevard
                      Ft. Lauderdale, Florida 33304
                      Attention: Alan B. Levan, CEO

                      BankAtlantic Bancorp, Inc.
                      1750 East Sunrise Boulevard
                      Ft. Lauderdale, Florida 33304
                      Attention: James White, CFO



With a courtesy
copy to:              Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
                      150 West Flagler Street, Suite 2200
                      Miami, Florida 33130
                      Attention: Alison W. Miller, Esq.





                                      B-6
<PAGE>

If to Bank:           Columbus Bank and Trust Company
                      1148 Broadway
                      P. O. Box 120 (31902)
                      Columbus, Georgia 31901
                      Attention: John Evans

or to such other address as Pledgor has notified Bank in writing to be the
appropriate address for the sending of notices under this Stock Pledge
Agreement.

                  b. Survival. All representations, warranties, covenants, and
agreements herein contained shall survive the execution and delivery of this
Stock Pledge Agreement.

                  c. No Waiver. No failure on the part of Bank to exercise, and
no delay in exercising, any right, power, or remedy granted hereunder, or
available at law, in equity, or otherwise, shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right, power, or remedy by
Bank preclude any other or further exercise thereof, or the exercise of any
other right, power, or remedy.

                  d. Entire Agreement. This Stock Pledge Agreement, the Loan
Agreement, and the Loan Documents (as defined in the Loan Agreement) contain the
entire agreement between the parties with respect to the pledge of and security
interest in the Stock Collateral and supersede any prior agreements or
understandings.

                  e. Amendments. This Stock Pledge Agreement may be amended only
by written agreement between the parties hereto.

                  f. Time of Essence. Time is of the essence under this Stock
Pledge Agreement.

                  g. Governing Law. This Stock Pledge Agreement and the
construction and enforcement hereof shall be governed in all respects by the
laws of the State of Georgia.

                  h. Successors and Assigns. This Stock Pledge Agreement shall
be binding upon, and shall inure to the benefit of, the parties hereto and their
respective heirs, administrators, legal representatives, successors, and
assigns, except that Pledgor shall not be permitted to assign its obligations
under this Agreement or any interest herein or otherwise pledge, encumber, or
grant any options with respect to all or any of the cash, securities,
certificates, instruments, or other property held as Stock Collateral under this
Stock Pledge Agreement.

                  i. Severability. If any provision of this Stock Pledge
Agreement or any portion thereof shall be invalid or unenforceable under
applicable law, such part shall be ineffective to the extent of such invalidity
or unenforceability only, without in any way affecting the remaining parts of
such provision or other remaining provisions.

                  j. Further Assurances. Pledgor agrees to do such further acts,
and to execute and deliver such additional conveyances, assignments, agreements,
and instruments as



                                      B-7
<PAGE>

Bank may at any time reasonably request in connection with the administration
and enforcement of this Stock Pledge Agreement or relative to the Stock
Collateral or any part thereof, or in order better to assure and confirm to Bank
its rights, powers, and remedies hereunder.

                  k. Execution in Counterparts. This Stock Pledge Agreement may
be executed in any number of counterparts, each of which shall be deemed to be
an original and all of which, taken together, shall constitute one and the same
instrument.

                  1. Headings and Capitalized Terms. The descriptive headings of
the several paragraphs are for convenience only and are not to affect the
construction of or to be taken into consideration in interpreting this Stock
Pledge Agreement. Capitalized terms used herein and not otherwise defined shall
have the meanings described to them in the Loan Agreement.

                  m. Person. As used in this Stock Pledge Agreement, the term
"person" shall include any individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust unincorporated
association, joint venture, governmental authority or other entity of whatever
nature.

                  n. Separate Instrument. All references in this Stock Pledge
Agreement to a separate instrument are to such separate instrument as the same
may be amended, supplemented, renewed or extended from time to time.


                            [SIGNATURE PAGE FOLLOWS]



                                      B-8
<PAGE>

                  IN WITNESS WHEREOF, Pledgor and Bank have caused Stock Pledge
Agreement to be duly executed and delivered as of the day and year first above
written.

                                       PLEDGOR:

                                       BANKATLANTIC BANCORP, INC., a
                                       Florida corporation


                                       By:
                                           -------------------------------------
                                       Its:
                                            ------------------------------------





                                       BANK:



                                       COLUMBUS BANK AND TRUST COMPANY,
                                       a Georgia banking corporation

                                       By:
                                           -------------------------------------
                                       Its:
                                            ------------------------------------
                                                     (CORPORATE SEAL)




                                      B-9
<PAGE>
                          SCHEDULE OF STOCK COLLATERAL

Certificate No. 1             100 shares of BankAtlantic, a Federal Savings Bank

                                   EXHIBIT "C"

                                      NOTE

$55,000,000.00                                               September____, 2001
                                                             ________ , ________

         FOR VALUE RECEIVED, the undersigned, BANKATLANTIC BANCORP, INC., a
Florida corporation ("Borrower"), hereby promises to pay to the order of
COLUMBUS BANK AND TRUST COMPANY (the "Bank"), at its Principal Office located at
1148 Broadway, Columbus, Georgia 31901 the principal amount of FIFTY-FIVE
MILLION AND NO/100THS DOLLARS ($55,000,000.00), or so much thereof as shall from
time to time be advanced under the Loan Agreement, as hereinafter defined,
together with simple interest thereon at the interest rate set forth below, in
lawful money of the United States and in immediately available funds.

         Principal and interest shall be due and payable in the following
manner:

         (a) Accrued interest on actual disbursements only (computed from the
date of each disbursement) shall be paid by Borrower on the first day of each
month beginning November 1, 2001 and continuing on the first day of each month
thereafter. The initial rate of interest shall be the Prime Rate of interest (as
hereinafter defined) minus 50 basis points. If at any time or from time to time
the Prime Rate increases or decreases, then the rate of interest on this Note in
effect immediately prior to such increase or decrease in the Prime Rate shall be
correspondingly increased or decreased effective on the date on which any such
increase or decrease of the Prime Rate becomes effective. For purposes of this
Note, "Prime Rate" shall mean the rate announced and established from time to
time by Columbus Bank and Trust Company as its "Prime Rate". Borrower
acknowledges that the Prime Rate announced from time to time merely serves as a
basis upon which effective rates of interest are calculated for loans making
reference thereto and that such Prime Rate may not be the lowest rate at which
interest is calculated or credit extended. Interest shall be computed for each
day during the term of this Note by multiplying the outstanding principal
balance hereunder at the close of business on that day by a daily interest
factor, which daily interest factor shall be calculated by dividing the
aforesaid interest rate per annum in effect on that day by 360 days.

         (b) An initial principal payment in the amount of $25,000,000.00, plus
all accrued and unpaid interest shall be due and payable on March 15, 2002.

         (c) The entire remaining outstanding principal balance, plus all
accrued and unpaid interest thereon, shall be due and payable on September 1,
2004.



<PAGE>

         Any amount of principal or interest due hereunder which is not paid
when due (giving effect to any applicable grace period), whether at stated
maturity, by acceleration, or otherwise, shall bear interest from the date when
due until said principal amount is paid in full, payable on demand, at a rate
per annum equal at all times to four percent (4%) above the Prime Rate. Any
change in the interest rate resulting from a change in the Prime Rate shall be
effective at the beginning of the day on which such change in the Prime Rate
shall become effective.

         If any installment of this Note becomes due and payable on a day other
than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day, and interest shall be payable thereon at the rate
herein specified during such extension.

         This Note is the Note referred to in, and is entitled to the benefits
of, the Loan Agreement, dated as of September ____, 2001, between the Borrower
and the Bank (the "Loan Agreement"). Terms used herein which are defined in the
Loan Agreement shall have their defined meanings when used herein. The Loan
Agreement, among other things, contains provisions for acceleration of the
maturity of this Note upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity of this Note
upon the terms and conditions specified in the Loan Agreement. This Note is
secured by a Security Agreement referred to in the Loan Agreement, reference to
which is hereby made for a description of the collateral provided for under the
Security Agreement and the rights of the Borrower and the Bank with respect to
such collateral.

         In addition to and not in limitation of the foregoing and the
provisions of the Loan Agreement, the Borrower further agrees to pay all
expenses of collection, including reasonable attorneys' fees, if this Note shall
be collected by law or through an attorney at law, or in bankruptcy,
receivership, or other court proceedings.

         TIME IS OF THE ESSENCE UNDER THIS NOTE. This Note shall be governed by
and construed under the laws of Georgia.

         PRESENTMENT, PROTEST, AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY THE
BORROWER.

         All references in this Note to a separate instrument are to such
separate instrument as the same may be amended, supplemented, renewed or
extended from time to time.





                                       2
<PAGE>

         IN WITNESS WHEREOF, the Borrower has caused this Note to be executed
and delivered under seal by its duly authorized officers as of the date first
above written.

                                       BANKATLANTIC BANCORP, INC., a
                                       Florida corporation



                                       By:
                                           -------------------------------------
                                       Its:
                                            ------------------------------------
                                                       (CORPORATE SEAL)




                                       3
<PAGE>
                                   EXHIBIT "D"

                     FORM OF OPINION OF COUNSEL FOR BORROWER

                      [LETTERHEAD OF COUNSEL FOR BORROWER]




Columbus Bank and Trust Company
P. O. Box 120
Columbus, Georgia 31901

Attention: John Evans

                  RE:    $55,000,000.00 Line of Credit to BankAtlantic
                         Bancorp, Inc.

Dear Sirs:

                  We have acted as counsel to BankAtlantic Bancorp, Inc., a
Florida corporation (the "Company"), in connection with the preparation,
execution, and delivery of the Loan Agreement dated as of September ___,2001
(the "Loan Agreement"), between Columbus Bank and Trust Company ("Bank") and the
Company. Capitalized terms not otherwise defined herein are defined as set forth
in the Loan Agreement.

                  In our capacity as such counsel, we have reviewed such matters
of law and have examined the original, certified, conformed, or photostatic
copies of such documents, records, agreements, and certificates as we have
considered relevant hereto. In all such examinations, we have assumed the
genuineness of signatures on original documents and the conformity to original
documents of all copies submitted to us as certified, conformed, or photostatic
copies and, as to certificates of public officials, we have assumed the same to
have been properly given and to be accurate. As to various questions of fact
material to our opinion, we have relied upon statements and certificates of
officers of the Company.

                  Based upon the foregoing and subject to the qualifications and
limitations stated herein, we are of the opinion that:

                  1. The Company and each of its non-bank Subsidiaries is a
corporation duly incorporated, validly existing, and in good standing under the
laws of the jurisdiction of its incorporation except where such failure would
not have a material adverse effect on the Company and its Subsidiaries
considered as one enterprise. BankAtlantic, a Federal Savings Bank, is a wholly
owned subsidiary of Company and is a federal savings bank duly organized,
validly existing, and in good standing under the laws of the United States. The
Company and each of its Subsidiaries has the corporate power and authority to
own its assets and to transact the business





<PAGE>

in which it is now engaged or proposed to be engaged; and is duly qualified as a
foreign corporation and in good standing under the laws of each other
jurisdiction in which such qualification is required except where such failure
would not have a material adverse effect.

         2. The execution and delivery by the Company of, and the performance by
the Company of its obligations under, the Loan Documents to which it is a party
have been duly authorized by all requisite corporate action on the part of the
Company and do not and will not (i) violate any provision of any law, rule, or
regulation of the State of Florida or United States, or any judgment, order, or
ruling of any Florida or United States court or Florida or United States
governmental agency of which we have knowledge, or the articles of incorporation
or bylaws of the Company, or any indenture or material agreement to which the
Company is a party or by which the Company or any of its properties are bound of
which we have knowledge, or (ii) be in conflict with, result in a breach of, or
constitute with notice or lapse of time, or both, a default under any such
indenture or material agreement of which we have knowledge.

         3. To our knowledge, there are no actions, suits, investigations, or
proceedings pending or overtly threatened against the Company or its properties
before any court, arbitrator, or administrative or governmental body which would
reasonably be expected to materially adversely affect the Collateral or the
Company and its Subsidiaries, considered as one enterprise, except for those
actions, suits, investigations, or proceedings identified and disclosed to you
in Exhibit E attached to the Loan Agreement.

         4. The Loan Agreement, the Note, the Security Agreement and all other
Loan Documents to which the Company is a part are legal, valid, and binding
agreements of the Company enforceable against the Company in accordance with
their terms, except as the enforcement of such agreements may be limited by
bankruptcy, insolvency, or other laws specifically affecting the enforcement of
creditors' rights generally, and subject to general equity principles as is
further qualified below.

         5. The Security Agreement creates a valid first priority security
interest in the stock of BankAtlantic, a federal savings bank, and is
enforceable in accordance with its terms.

         6. To our knowledge, the office of Thrift Supervision, having been
advised of the contemplated Loan, have not indicated any objection thereto and
have not required any regulatory filings in connection therewith.



                                       2
<PAGE>
         This opinion is delivered to you pursuant to the Loan Agreement for
your use in connection with the Loan. Capitalized terms not otherwise defined
herein are defined as set forth in the Loan Agreement.

                                       Very truly yours,



                                       By:
                                           -------------------------------------




                                       3
<PAGE>
                                    EXHIBIT E

                              OFFICER'S CERTIFICATE

         The undersigned certifies that he is President of BankAtlantic Bancorp,
Inc. (the "Company") and that as such he is familiar with the business and
affairs of the Company and is authorized to execute this Certificate on behalf
of the Company, and, with reference to the Loan Agreement (the "Loan Agreement")
dated September ____,2001, between the Company and Columbus Bank and Trust
Company that he duly has made such investigations as were necessary for the
provision of this Certificate and the certifications, representations, and
warranties contained herein and that he hereby further certifies, represents,
and warrants on behalf of the Company as follows:

         1. That the representations and warranties of the Company contained in
Article IV of the Loan Agreement and otherwise made in writing by or on behalf
of the Company in connection with the transactions contemplated by the Loan
Agreement, and the schedules and exhibits attached to the Loan Agreement, are in
all material respects, true and correct on and as of the date hereof; and

         2. That the Company has performed and complied with all agreements and
conditions contained in the Loan Agreement required to be performed or complied
with by it, and that on and as of the date hereof no condition or lapse of time,
or both, will constitute an Event of Default as defined in Article VIII of the
Loan Agreement.

         3. That neither the execution, delivery, and performance of the Loan
Agreement or of the Note nor fulfillment of or compliance with the terms and
provisions thereof will conflict with, or result in a breach of, the terms,
conditions, or provisions of or constitute a default under, or result in any
violation of, any other agreement to which the Company or any of its
Subsidiaries is subject. Neither the Company nor any Subsidiary is a party to,
or otherwise subject to any provision contained in, any instrument evidencing
indebtedness of the Company or such Subsidiary, any agreement relating thereto,
or any other contract or agreement which limits the amount of, or otherwise
imposes restrictions on the incurring of the type of debt to be evidenced by the
Note.

         4. That there has been no material adverse change in the assets,
liabilities, financial positions, operations or business prospects of the
Company since December 31, 2000.

         Capitalized terms not otherwise defined herein are defined as set forth
in the Loan Agreement.


<PAGE>



         WITNESS the signature of the undersigned, as of this _____ day of
September, 2001.

                                     BANKATLANTIC BANCORP, INC.



                                     By:
                                         ---------------------------------------
                                         President of BankAtlantic Bancorp, Inc.











                                       2



<PAGE>




                                   EXHIBIT "F"

                             SCHEDULE OF LITIGATION

None.





<PAGE>



                                   EXHIBIT "G"

                          SCHEDULE OF REAL ESTATE OWNED


<PAGE>



                                    EXHIBIT H

                  CERTIFICATE OF NO DEFAULT AND RELATED MATTERS

         The undersigned, being the _____________ of BankAtlantic Bancorp, Inc.
("Borrower"), hereby gives this Certificate on behalf of Borrower to induce
Columbus Bank and Trust Company ("Bank") to enter into and to continue to
perform pursuant to that certain Loan Agreement dated September _____, 2001
between Borrower and Bank (the "Loan Agreement"; unless otherwise defined
herein, the capitalized terms shall have the meanings ascribed thereto in the
Loan Agreement) hereby certify as follows:

1. He is the ____________________ of Borrower and, in such capacities, is
authorized and empowered to issue this Certificate for and on behalf of
Borrower.

2. The representations and warranties of Borrower set forth in the Loan
Agreement and any other of the documents executed in connection therewith, the
terms of which are incorporated herein by reference, are true and correct in all
material respects on and as of the date hereof with the same effect as though
made on and as of the date hereof.

3. The Borrower is, on the date hereof, in compliance with all the terms and
provisions set forth in the Loan Agreement and the other documents executed in
connection therewith.

4. On the date hereof, no default or Event of Default, nor any event or
condition which with notice, lapse of time, or any combination thereof, would
constitute such an Event of Default, has occurred or is continuing.

5. The quarterly financial statements delivered herewith pursuant to Section
5.09 of the Loan Agreement present the financial condition of Borrower and its
Subsidiaries fairly and accurately and not misleading in the context in which
presented.

6. Borrower and its Subsidiaries are in compliance with the financial covenants
set forth in Article VII of the Loan Agreement and the computations attached
hereto as Exhibit "A" and incorporated herein by reference demonstrate
compliance therewith.

7 No regulatory or other impediment exists which would impair or prohibit the
payment of dividends by the bank Subsidiaries to the Bank.


<PAGE>



8. No litigation, investigation, proceeding, injunction, writ or restraining
order or regulatory enforcement action is pending or threatened.

         IN WITNESS WHEREOF, the undersigned has set his hand and seal, this
_____ day of September, 2001.

                                     BANKATLANTIC BANCORP, INC.



                                     By:
                                         ---------------------------------------
                                         President of BankAtlantic Bancorp, Inc.






                                       2
<PAGE>



                                    EXHIBIT I

                                 PERMITTED LIENS


<PAGE>





                                    EXHIBIT J

                                 PERMITTED DEBT


<PAGE>



                                    EXHIBIT K

                              PERMITTED GUARANTIES


<PAGE>


                                    EXHIBIT L

                                 EXPOSURE POLICY