Exhibit 10.137

                              EMPLOYMENT AGREEMENT

      This  Agreement  (the  "Agreement")  is  made  as of June  28,  2006  (the
"Effective  Date"),  by  and  between  Bluegreen  Corporation,  a  Massachusetts
corporation  with  its  headquarters   located  in  Boca  Raton,   Florida  (the
"Company"), and George F. Donovan (the "Executive").

                              W I T N E S S E T H :

      WHEREAS, the Company desires to employ Executive, and Executive desires to
accept such employment, upon the terms and conditions set forth herein;

      WHEREAS,  Executive has through his previous  employment with the Company,
and will continue to, develop and acquire  knowledge and information  pertaining
to the  Company's  business  and the business of its Related  Entities  (defined
below),  primarily  including,  but not  limited to, the  Company's  real estate
development,  finances,  management,  operations,  and sales and marketing,  and
Executive  acknowledges  that such  information  is valuable,  confidential  and
proprietary;

      NOW,  THEREFORE,  in  consideration  of the  premises  and other  good and
valuable consideration,  receipt of which is hereby acknowledged,  Executive and
the Company agree as follows:

1.    Employment of Executive.

      1.1.  Term.  Subject  to  the  terms  of  Section  3  below,   Executive's
            employment  under this  Agreement  will begin on the Effective  Date
            and, unless otherwise sooner terminated, will expire on December 31,
            2014 (the "Term").  The Term shall be divided into an "Initial Term"
            and a "Transition Term" (each as defined below).

      1.2.  Duties and Responsibilities. Executive's duties and responsibilities
            under this Employment Agreement shall be as follows:

            1.2.1. Initial  Term.  From  the  Effective  Date of this  Agreement
                   through  December 31, 2007 (the  "Initial  Term"),  Executive
                   shall be  employed  by the  Company  as the  Chief  Executive
                   Officer ("CEO") of the Company or such other senior executive
                   position as may be designated to Executive  from time to time
                   by the Board of Directors of the Company (the  "Board")  and,
                   subject to the  Articles of  Organization  and By-Laws of the
                   Company  and  his  re-election  from  time  to  time  by  the
                   Company's  stockholders,  Executive  shall  also  serve  as a
                   member of the Board.  In addition to  performing  the regular
                   and customary duties and  responsibilities  of a CEO, and the
                   specific duties and responsibilities assigned to Executive by
                   the Board or any Committee thereof,  Executive shall,  during
                   this Initial Term assist the Board in identifying, developing
                   and  mentoring  a  successor  to assume the  position  of CEO
                   following the Initial Term.


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            1.2.2. Transition  Term.  From January 1, 2008 through  December 31,
                   2014 (the "Transition  Term"),  Executive will be employed by
                   the  Company  as a  Strategic  Advisor  and,  subject  to the
                   Articles of  Organization  and By-Laws of the Company and his
                   re-election from time to time by the Company's  stockholders,
                   if  requested by the Board,  Executive  shall also serve as a
                   member of the Board.  During the Transition  Term,  Executive
                   will   cooperate   and  assist  in  the   transition  of  the
                   responsibilities  of the CEO to the new CEO  selected  by the
                   Board and shall mentor such new CEO and other  executives  of
                   the Company. During the Transition Term, Executive shall also
                   assist  the  Board  with   strategic   planning  and  product
                   planning, serve as a general advisor to senior management and
                   the Board, assist in opening new markets,  lead acquisitions,
                   and engage in such  other  activities  commensurate  with his
                   position  as may be  requested  by  the  Company's  executive
                   officers  or the Board.  It is  understood  that  Executive's
                   services  during the Transition  Term are expected to require
                   Executive's  entire business time unless  otherwise agreed to
                   by the Board. As the Company's  Strategic Advisor,  Executive
                   will no  longer  serve  in the  capacity  of  CEO;  provided,
                   however,  that if at any time during the Transition  Term the
                   Company  shall not have a CEO,  the Company may request  that
                   Executive  resume  the  position  of  CEO.   Executive  shall
                   determine  in his  sole  discretion  whether  to  resume  his
                   position  as CEO,  provided  that his  refusal to resume such
                   position  will not  affect  his right to  continued  payments
                   under this  Agreement nor will it constitute a breach of this
                   Agreement.

      1.3.  Best  Efforts.  During  the Term,  Executive  shall  devote his best
            efforts  and  all of his  business  time to the  performance  of his
            duties  under this  Agreement  and shall  perform  them  faithfully,
            diligently,  and  competently  and in a manner  consistent  with the
            policies of the Company and the  directions of the Board;  provided,
            however,  that  the  foregoing  shall  not  be  deemed  to  prohibit
            Executive  from:  (a)  subject  to the  terms of  Section  4 of this
            Agreement  and the policies of the Company as in effect from time to
            time, including the Company's Code of Business Conduct and Ethics as
            the same may exist  from time to time,  investing  his assets in any
            form or manner  that shall not require any  material  activities  on
            Executive's part in connection with the operations or affairs of the
            companies or other entities in which such  investments  are made; or
            (b)  engaging  in  religious,   charitable  or  other  community  or
            non-profit  activities  that do not  impair  Executive's  ability to
            fulfill   Executive's   duties  and   responsibilities   under  this
            Agreement.  At all times  Executive  shall  comply with any employee
            handbooks,  policies,  or  practices  that the Company may have with
            respect to its senior executive  employees from time to time. During
            the Term,  Executive shall not engage in any activities  outside the
            scope of his  employment  if such  activities  could  reasonably  be
            expected to detract from or interfere  with the  fulfillment  of his
            responsibilities  or duties  under this  Agreement.  Executive  may,
            however,  continue  his service on the boards on which he  currently
            serves;  provided the entities do not compete with the Company. Upon
            execution of this  Agreement,  Executive  will provide a list of all
            the boards on which he currently  serves.  Without the prior written
            consent  of the  Board,  Executive  shall not  serve as a  director,
            employee,  consultant or agent (or any  equivalent  position) of any
            company or other  business  entity and shall not receive any fees or
            other  remuneration for work performed for or on behalf of any other
            organization either within or outside the scope of his employment.


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2.    Compensation.  As full  compensation  for his  services  hereunder  and in
      consideration for Executive's  covenants contained in this Agreement,  the
      Company shall pay Executive the following compensation:

      2.1.  Initial  Term.  During  the  Initial  Term,  the  Company  shall pay
            Executive a salary (the  "Salary")  at the annual rate of  $500,000,
            subject to increase from time to time in the discretion of the Board
            or the  Compensation  Committee  of  the  Board  (the  "Compensation
            Committee"). The Salary shall be payable in periodic installments in
            accordance   with  the  Company's  usual  practice  for  its  senior
            executives.  If during  the Term the  Company  shall  have an annual
            incentive bonus plan for its senior executive  employees,  Executive
            shall be eligible  to  participate  in such plan and, if earned,  to
            receive a bonus thereunder (the "Bonus").

      2.2.  Transition Term. During the Transition Term,  Executive will be paid
            for his  services  to the  Company in the manner  described  in this
            paragraph.  During  the  period  commencing  on  January 1, 2008 and
            ending on December 31, 2012,  Executive will be paid a Salary at the
            annual rate of Five Hundred Thousand Dollars ($500,000),  and during
            the period  commencing on January 1, 2013 and ending on December 31,
            2014,  Executive  will be paid a Salary  at the  annual  rate of Two
            Hundred  Fifty  Thousand  Dollars  ($250,000).  The Salary  shall be
            payable in periodic  installments  in accordance  with the Company's
            usual  practice  for its senior  executives.  During the  Transition
            Term,  Executive will be provided with office space on the Company's
            premises or comparable office space off-premises, as the Company may
            determine in its sole discretion.

      2.3.  Benefits.  During  the Term,  Executive  shall also be  eligible  to
            participate in any employee benefit plans,  medical insurance plans,
            life insurance plans,  disability  income plans,  retirement  plans,
            vacation plans, expense  reimbursement plans, stock option and other
            benefit plans which the Company may from time to time have in effect
            for its senior executives.  Such  participation  shall be subject to
            the terms of the applicable  plan  documents,  generally  applicable
            policies of the Company,  applicable  law and the  discretion of the
            Board, the  Compensation  Committee or any  administrative  or other
            committee  provided for in or contemplated by any such plan. Nothing
            contained  in this  Agreement  shall  be  construed  to  create  any
            obligation  on the part of the Company to establish any such plan or
            to  maintain  the  effectiveness  of any such  plan  which may be in
            effect  from time to time or to grant any  bonuses or stock  options
            under such plans after the Initial Term.

      2.4.  Golf  Club.   During  the  Initial  Term,   the  Company  shall  pay
            Executive's  annual  membership  dues in a golf club of  Executive's
            choice.


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

      2.6.  Indemnification.  The Company  shall  indemnify  Executive  for acts
            taken in good  faith in the  performance  of his  duties  under this
            Agreement  throughout  the Term  and to the  extent  available,  the
            Company  will  include  Executive in its  directors'  and  officers'
            liability  insurance.  Such  indemnification  shall be in accordance
            with the Company's Articles of Organization and shall be the same as
            the  indemnification  provided by the Company to its other directors
            and officers.

      2.7.  Expenses.  During the Term,  the Company  agrees to pay or reimburse
            Executive for all reasonable vouchered business expenses incurred by
            him in the  performance  of his  duties  hereunder,  which have been
            submitted in  accordance  with any expense  reimbursement  policy or
            practice of the Company

3.    Termination and Termination  Benefits.  Notwithstanding  the provisions of
      Section  1  above,   this  Section  3  shall  govern  the  termination  of
      Executive's  employment  with the Company under this Agreement  during the
      Term. Upon termination of the employment of Executive for any reason,  the
      Company  shall pay to  Executive  any  accrued  but unpaid  Salary and, if
      applicable,  any accrued but unpaid  Bonus.  Benefits  under any  employee
      benefit  plans of the Company  shall be as  described  in such plans.  Any
      stock options granted to Executive by the Company shall be governed by the
      terms of each individual  stock option  agreement and the plan under which
      each such grant was made,  except that for  purposes of the length of time
      to exercise options  following the termination of employment,  Executive's
      continued  service as a member of the Board shall be deemed to  constitute
      employment or the provision of services, as required;  provided,  however,
      that the  foregoing  shall not be construed as to provide for any right of
      Executive  to  continue  to serve as a member of the Board  following  the
      termination of his employment.

      3.1.  Termination  by the Company for Cause.  The  Executive's  employment
            under this  Agreement may be terminated for Cause (as defined below)
            after written notice to Executive as provided  herein.  In the event
            of a termination for Cause,  the Company shall be responsible  under
            this  Agreement  only  for  accrued  and  unpaid   compensation  and
            benefits.  For  purposes  of  this  Agreement  the  following  shall
            constitute  "Cause" for such termination:  (i) conviction of or plea
            of  nolo  contendere  by  Executive  for  (A) a  felony  or (B)  any
            misdemeanor involving moral turpitude,  deceit, dishonesty or fraud;
            (ii)  material  violation  of the  policies  and  procedures  of the
            Company,  including the Company's  policies on sexual harassment and
            transactions in the Company's securities,  as in effect from time to
            time;   (iii)   gross   negligence,   willful   misconduct,   fraud,
            misappropriation  of assets,  or  insubordination  of Executive with
            respect  to  the  Company  or  any  parent  or  direct  or  indirect
            subsidiary of the Company;  or (iv) material  breach by Executive of
            any of


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            Executive's  obligations under this Agreement.  Prior to terminating
            this Agreement for Cause pursuant to subsections (ii), (iii) or (iv)
            above,  the Company shall provide  Executive  written  notice of any
            violation  or breach.  Executive  will have 30 days from the date of
            receipt  of  written  notice to cure any such  violation  or breach,
            during  which  time  Executive's  compensation  and  benefits  shall
            continue.  In the event the Company  reasonably  determines that the
            nature of such  violation  or breach is such that it cannot be cured
            by Executive,  it shall so state in the notice to Executive and such
            termination  shall be  effective  immediately  upon  receipt of such
            notice.

      3.2.  Termination by the Company Without Cause.  Subject to the payment of
            Termination  Benefits (as hereinafter  defined)  pursuant to Section
            3.5  below,  Executive's  employment  under  this  Agreement  may be
            terminated by the Company without Cause at any time by a vote of the
            Board. Such termination without Cause shall be effective immediately
            upon written notice to Executive of such a vote by the Board.

      3.3.  Death. The employment of Executive shall terminate upon the death of
            Executive.  The Executive's  estate shall be entitled to receive any
            Salary  accrued  but unpaid as of the date of death and a payment in
            lieu of any Bonus, pro-rated for the period between the beginning of
            the applicable  Bonus period and the date of death and determined by
            substituting for any annual target described in the annual incentive
            program the target  established for the quarter in which the date of
            death  occurs,  as  determined  in good  faith  by the  Compensation
            Committee.  Any such  Bonus  payment  shall be made at such  time as
            Executive's   Bonus  would  normally  be  paid.  In  addition,   the
            Executive's estate shall be entitled to the Termination Benefits set
            forth in Section 3.5 below.

      3.4.  Disability.  If Executive shall become disabled and is substantially
            unable to  perform  the  essential  functions  of  Executive's  then
            existing position of employment under this Agreement, the Board may,
            upon 30 days written  notice to Executive  and in the  discretion of
            the Company,  remove Executive from any  responsibilities,  reassign
            Executive to another  position  with the Company or  terminate  this
            Agreement and Executive's  employment with the Company. In the event
            of  re-assignment,  the Company will continue to pay Executive under
            this  Agreement  as if there had been no change  in  duties.  In the
            event of Executive's removal, Executive shall be entitled to receive
            any  Salary  accrued  but unpaid as of the date of  disability,  any
            other amounts due, and a payment in lieu of any Bonus, pro-rated for
            the period between the beginning of the applicable  Bonus period and
            the date of disability and determined by substituting for any annual
            target  described  in  the  annual  incentive   program  the  target
            established for the quarter in which the date of disability  occurs,
            as  determined  in good  faith  by the  Compensation  Committee.  In
            addition,  the  Executive  shall  be  entitled  to  the  Termination
            Benefits set forth in Section 3.5 below.

            For  purposes  of this  Agreement,  Executive  shall be deemed to be
            "disabled" if, due to Executive's physical or mental disability,  he
            has been  substantially  unable  to  perform  his  duties  for three
            continuous and consecutive  months during the Term.  Executive shall
            be  considered  to have been  substantially  unable to  perform  his
            duties  hereunder  if he is  either  (i)  unable to  reasonably  and
            effectively  carry out his duties with reasonable  accommodations by
            the Company or (ii) unable to reasonably and  effectively  carry out
            his


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<PAGE>

            duties  because any  reasonable  accommodation  that may be required
            would cause the Company undue hardship. If Executive's employment is
            terminated  because of a disability in accordance  with the terms of
            this Section 3.4,  the Company  will  continue to provide  Executive
            with any long-term disability  benefits,  if any, in accordance with
            the then-existing long-term disability plan of the Company, if any.

      3.5.  Certain Termination Benefits. Unless otherwise specifically provided
            in this  Agreement  or the terms of any  applicable  benefit plan or
            otherwise  required by law, all compensation and benefits payable to
            Executive  under  this  Agreement  shall  terminate  on the  date of
            termination  of  Executive's   employment   under  this   Agreement.
            Notwithstanding  the  foregoing,  in  the  event  Executive  (a)  is
            terminated  or removed by the Company  without  Cause in  accordance
            with  Section  3.2  hereof,  (b)  dies or (c) is  terminated  by the
            Company as a result of his  disability  in  accordance  with Section
            3.4,  the Company  shall  provide to  Executive  (collectively,  the
            "Termination  Benefits")  all  Salary  and  benefits  due  under the
            Agreement  for the  remainder  of the Term,  including  payment  for
            Executive's  and his  spouse's  health  insurance  premiums  whether
            through  COBRA  continuation  coverage  (to  be  provided  on  terms
            substantially  identical  to active  employee  coverage  provided to
            senior  executive  employees of the Company) or  replacement  health
            care insurance (the "Health Insurance  Benefits") of up to $1,000.00
            per month during the remainder of the Term; provided,  however, that
            in no event will the  Executive  be entitled to receive any Bonus or
            stock options after his termination. Unless Executive was terminated
            for cause (in which case such options will expire  pursuant to their
            terms),  the  Compensation  Committee of the Company shall take such
            actions as may be required to provide that any stock  option  issued
            to and  held  by  the  Executive  at  the  time  of  termination  of
            employment may be exercised by him for a period of the lesser of (i)
            twelve (12) months after the date of  termination  of  employment or
            (ii) ten (10)  years from the date such  stock  option was  granted.
            Executive acknowledges and agrees that in the event such options are
            not  exercised  within the ninety  (90) day period set forth in Code
            ss.422(a)(2),  such  options  will not  constitute  incentive  stock
            options.

            With respect to Termination  Benefits,  the Executive's Salary shall
            be paid in periodic  installments  in accordance  with the Company's
            usual practices for its senior executives,  provided,  however, that
            if Section  409A(a)(2)(B)  would apply to  Executive  at the date of
            termination of employment,  no such payments of Salary shall be made
            during  the  six  month  period  following  the  effective  date  of
            Executive's termination;  provided, further, that such payment which
            would have otherwise been made during such six month period shall be
            paid in one lump sum payment upon the  expiration  of such six month
            period.  Notwithstanding the foregoing sentence, in the event of the
            death of Executive any unpaid  Termination  Benefits  shall continue
            and be paid to the estate of  Executive  at the same time and in the
            same  manner as would have been paid to  Executive  if he were alive
            and the payment of Health  Insurance  Benefits  shall  continue  for
            Executive's spouse. The Termination  Benefits shall be offset by any
            amounts  owed  to  the  Company  by   Executive   ratably  over  the
            anticipated period during which Termination Benefits will be paid.


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      Notwithstanding  anything  to the  contrary in this  Agreement,  Executive
      shall not be entitled to any  Termination  Benefits  under this  Agreement
      unless first: (i) Executive and the Company enter into mutually acceptable
      general  releases  substantially in the form attached to this Agreement as
      Exhibit  A  and  (ii)  Executive  resigns  from  any  and  all  positions,
      including,  without implication of limitation, as a director, trustee, and
      officer,  that Executive then holds with the Company,  except that, at the
      request of the Board, Executive may continue to serve as a director of the
      Company.

4.    Non-Competition; Protection of Confidential Information; Etc.

      4.1.  Rationale  for  Restrictions.  Executive  agrees  that his  services
            hereunder are of a special,  unique,  extraordinary and intellectual
            character,  and  his  position  with  the  Company  places  him in a
            position  of  confidence  and  trust  with the  clients,  customers,
            suppliers,  vendors, contractors and employees of the Company and/or
            of any joint  venture,  partnership,  trust or other entity in which
            the Company has a direct or indirect interest (collectively "Related
            Entities").  Executive  further  acknowledges  that the rendering of
            services under this Agreement necessarily requires the disclosure to
            Executive of Confidential Information (defined below) of the Company
            and/or Related Entities. Executive and the Company agree that in the
            course of employment  hereunder,  Executive has and will continue to
            develop a personal  relationship with the Company's  clients,  and a
            knowledge  of these  clients'  affairs  and  requirements  which may
            constitute the Company's primary and only contact with such clients.
            Executive  acknowledges  that the Company's  relationships  with its
            established  clientele may therefore be placed in Executive's  hands
            in confidence and trust.  Executive  consequently  agrees that it is
            reasonable  and  necessary  for the  protection  of the goodwill and
            business of the Company and/or Related  Entities that Executive make
            the covenants  contained  herein,  that the covenants are a material
            inducement for the Company to employ or continue to employ Executive
            and to enter into this  Agreement,  and that the covenants are given
            as an integral part of and incident to this Agreement.

      4.2.  Non-Competition  In  Related  Business.  Provided  that the  Company
            performs in all material respects its obligations under the terms of
            this Agreement,  Executive shall not, directly or indirectly,  while
            employed by the Company or receiving  Termination  Benefits  and, in
            each  case,  for a  period  of two  years  thereafter,  directly  or
            indirectly  enter into the  employment  of,  render any services to,
            engage, manage, operate, join, or own, lend money or otherwise offer
            other  assistance to or participate  in or be connected  with, as an
            officer, director, employee, principal, agent, creditor, proprietor,
            representative,   stockholder,  partner,  associate,  consultant  or
            otherwise, any person or entity that, at any time during Executive's
            employment with the Company, directly or indirectly competes with or
            is in any similar  business to that of the  Company  and/or  Related
            Entities.  The  geographic  scope of this  covenant is limited those
            geographic  markets in which the Company and/or Related Entities had
            conducted  business  or  had  taken  steps  to  commence  conducting
            business while Executive was employed by the Company.

      4.3.  Solicitation  of Employees and Customers.  Provided that the Company
            performs in all material respects its obligations under the terms of
            this  Agreement,  Executive shall not,


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            while employed by the Company and at all times  thereafter,  whether
            for his own  account  or for the  account  of any  person or entity,
            attempt to  solicit,  endeavor  to entice  away from the  Company or
            Related  Entities,  or otherwise  interfere with any relationship of
            the Company or Related Entities with (i) any person (including,  but
            not limited to, any independent contractor or representative) who is
            or was employed by or otherwise  engaged to perform services for the
            Company and/or Related Entities,  while Executive is or was employed
            by the  Company,  or (ii) any  person  who is or was a  customer  or
            client of the Company and/or Related  Entities while Executive is or
            was employed by the Company.

            As used in this  Agreement,  "Confidential  Information"  shall mean
            financial  information,   reports  and  forecasts,  studies,  plans,
            reports, designs, surveys, and analyses,  sketches, drawings, notes,
            records,  memoranda,  computer-generated data, or documents, and all
            other nonpublic  information  relating to the business activities of
            the Company and/or Related Entities,  including, without limitation,
            all methods, processes,  formulas,  techniques,  equipment, research
            data,  experiments,   technical,  commercial,  marketing  and  sales
            information, personnel data, computer software, contracting systems,
            sources of supply, patentable or unpatentable inventions, methods of
            operation, customer lists, employee lists, supplier lists, financial
            data, trade secrets, and the like which presently or, in the future,
            are in the possession of the Company and/or Related  Entities.  Said
            Confidential Information may be in either human or computer readable
            form,  including,  but not limited to,  software,  source code,  hex
            code, or any other form.

      4.4.  Rights to  Intellectual  Property.  While  employed by the  Company,
            Executive  will  disclose to the Company any ideas,  inventions,  or
            business  plans  ("Intellectual  Property")  developed  by him which
            relate directly or indirectly to the business or a similar  business
            of the Company or Related Entities,  including  without  limitation,
            any  process,  operation,   product  or  improvement  which  may  be
            patentable or copyrightable.  Executive agrees that the Intellectual
            Property is or will be the property of the Company and that he will,
            at the  Company's  request and cost,  do whatever  is  necessary  to
            obtain the rights thereto,  by patent,  copyright or otherwise,  for
            the Company.  Executive further agrees that, whether or not he is in
            the employ of the  Company,  he will  cooperate in good faith to the
            extent and in the manner requested by the Company in the prosecution
            or defense of any patent or copyright  claims or any  litigation  or
            other proceedings involving any Intellectual  Property.  The Company
            will pay for all expenses  associated  with  Executive's  compliance
            with this provision.

      4.5.  Scope of Covenant.  If any  covenant  contained in this Section 4 is
            unenforceable  because of the duration or  geographic  scope of such
            provision,   the   parties   agree  that  the  court,   making  such
            determination,  shall have the power to reduce the  duration  and/or
            geographic  scope to the  maximum  enforceable  by law  and,  in its
            reduced form, such provision shall be enforceable.

      4.6.  Executive Representations.  Executive represents and warrants to the
            Company (i) that this  Agreement  constitutes  his valid and binding
            obligation,  enforceable  against him in accordance  with its terms;
            (ii) that neither the  execution  nor delivery of this  Agreement or


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<PAGE>

            the  performance  by him of any  of  his  covenants  hereunder  will
            constitute a default under any contract,  agreement or obligation to
            which  he is a party  or by  which  he or any of his  properties  is
            bound;  (iii) that  there are no  lawsuits,  arbitration  actions or
            other proceedings  (equitable,  legal,  administrative or otherwise)
            pending or (to the best of his  knowledge)  threatened  which  could
            adversely affect the validity or enforceability of this Agreement or
            his obligation or ability to perform his obligations hereunder;  and
            (iv) that no consent,  approval or authorization of, or notification
            to,  any  governmental  entity  or any  other  person  or  entity is
            required in connection  with the execution,  delivery or performance
            of this Agreement by him.

5.    Miscellaneous Provisions.

      5.1.  Litigation and Regulatory Cooperation.  During and after Executive's
            employment,  Executive shall cooperate fully with the Company in the
            defense or  prosecution of any claims or actions now in existence or
            which  may be  brought  in the  future  against  or on behalf of the
            Company which relate to events or occurrences that transpired while,
            or relate to periods  during  which,  Executive  was employed by the
            Company.  The Executive's  full  cooperation in connection with such
            claims or  actions  shall  include,  but not be  limited  to,  being
            available to meet with counsel to prepare for discovery or trial and
            to act as a witness on behalf of the Company at mutually  convenient
            times. During and after Executive's employment, Executive also shall
            cooperate   fully   with  the   Company  in   connection   with  any
            investigation  or review or any federal,  state or local  regulatory
            authority as any such  investigation  or review relates to events or
            occurrences  that  transpired  while  Executive  was employed by the
            Company.  The Company shall  reimburse  Executive for any reasonable
            out of pocket  expenses  incurred  in  connection  with  Executive's
            performance of obligations pursuant to this Section 5.1. However, in
            the event that  Executive  is  terminated  "for  cause"  pursuant to
            Section 3.1 of this  Agreement and Executive is no longer  receiving
            benefits hereunder, this Section shall no longer apply and continued
            cooperation with the Company shall no longer be required.

      5.2.  Integration,  Waiver and Severability. This Agreement sets forth the
            entire  agreement  between the parties  with  respect to the matters
            covered herein and supersedes all prior agreements,  whether oral or
            written,  including  without  limitation  the  Employment  Agreement
            between the Company and Executive dated December 19, 2001. No waiver
            or  modification  of this Agreement or of any part contained  herein
            shall be valid unless in writing and duly  executed by Executive and
            approved by the Board.  No  evidence  of any waiver or  modification
            shall  be  offered  or  received  in  evidence  of  any  proceeding,
            arbitration, or litigation between the parties hereto arising out of
            or affecting  this  Agreement,  or the rights or  obligations of the
            parties hereunder, unless such waiver or modification is in writing,
            duly executed as aforesaid.  The failure of either party at any time
            to require performance by the other party of any provision hereunder
            shall in no way affect the right of that party thereafter to enforce
            the  same,  or to  enforce  any  of the  other  provisions  in  this
            Agreement; nor shall the waiver by either party of the breach of any
            provision  hereof be taken or held to be a waiver of any  subsequent
            breach of such provision or as a waiver of the provision itself. All
            agreements and covenants  contained  herein are


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<PAGE>

            severable  and in the event any of them  shall be held to be invalid
            by a court  of  competent  jurisdiction,  this  Agreement  shall  be
            interpreted as if such invalid terms or covenants were not contained
            herein.

      5.3.  Benefit and  Assignability.  This Agreement shall bind Executive and
            the  Company  and their  respective  successors  and  assigns.  This
            Agreement  requires the personal services of Executive and cannot be
            assigned  by  Executive.  Executive  agrees to provide  his  written
            consent  to  the  assignment  of  this   Agreement,   including  the
            restrictive  covenants  herein,  to any  successor  or assign of the
            Company  provided that the transfer or assignment of this  Agreement
            shall  not  materially  expand or alter  the  restrictive  covenants
            contained   herein.   The  Executive  agrees  not  to  delegate  his
            obligations or duties  hereunder or any portion  thereof without the
            prior written consent of the Board.

      5.4.  Remedies for Breach of the Agreement.  Executive consents and agrees
            that if he violates any covenants  contained in this Agreement,  the
            Company and/or Related Entities would sustain  irreparable harm and,
            therefore,  in addition to any other remedies which may be available
            to it, the Company and/or  Related  Entities shall be entitled to an
            injunction  restraining  Executive from committing or continuing any
            such  violation  of  this  Agreement.   Executive  also  agrees  and
            acknowledges  that  his  use  of  trade  secrets,  client  lists  or
            Confidential  Information,  or the direct  solicitation  of existing
            clients of the Company and/or Related  Entities in a manner contrary
            to this  Agreement  will give rise to  irreparable  injury  that may
            specifically  be  enjoined.  Nothing  in  this  Agreement  shall  be
            construed as prohibiting  the Company  and/or Related  Entities from
            pursuing any other remedy or remedies including, without limitation,
            recovery of damages.  Executive  acknowledges  that Related Entities
            have rights  under this  Agreement  and that they may enforce  these
            rights as third party beneficiaries.

      5.5.  Survival.  The provisions of Section 4 shall survive the termination
            or  expiration   of  this   Agreement  or   Executive's   employment
            irrespective of the reason for such  termination or expiration.  The
            provisions  of  Section  4  shall  survive  after  the   Agreement's
            expiration or termination of the Initial or Transition Term, even if
            Executive  continues  to serve as a  member  of the  Board or in any
            capacity of employment with the Company after that point.

      5.6.  Notice.  Any notice  required  or  permitted  to be given under this
            Agreement  shall  be  sufficient  if in  writing,  and  if  sent  by
            certified mail,  return receipt  requested,  to his residence in the
            case of  Executive,  or to its  principal  office in the case of the
            Company.

      5.7.  Section  Headings;  Counterparts.  The  headings  contained  in this
            Agreement  are for  reference  purposes only and shall not affect in
            any way the  meaning  or  interpretation  of  this  Agreement.  This
            Agreement may be executed in one or more counterparts, each of which
            shall be deemed an original,  but all of which taken  together shall
            constitute one of the same instrument.

      5.8.  Applicable  Law.  This  Agreement  shall be construed in  accordance
            with,  the laws of the  State of  Florida,  whether  substantive  or
            procedural.  The sole  and  exclusive  venue  for any


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<PAGE>

            legal action arising out of this  Agreement  shall be in the Circuit
            Court in and for Palm Beach County,  Florida.  Executive  agrees and
            stipulates  that he waives  his right to trial by jury in any action
            arising under this Agreement  where trial by jury would otherwise be
            available.

      5.9.  Prevailing  Party.  The prevailing  party to an action to enforce or
            defend this Agreement is entitled to attorney's  fees and reasonable
            costs incurred in connection therewith,  including,  but not limited
            to, those  incurred at the  pre-litigation,  pre-trial,  trial,  and
            appellate levels.


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<PAGE>

      IN WITNESS  WHEREOF,  the parties hereto have duly executed this Agreement
as of the day and year first above written.

                                              Executive:

                                              /s/ George Donovan
                                              ----------------------------------
                                              GEORGE DONOVAN

                                              The Company:


                                              BLUEGREEN CORPORATION

                                              By: /s/ Alan B. Levan
                                                  ------------------------------
                                              Name:  Alan B. Levan
                                              Title: Chairman


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<PAGE>

                                   Exhibit A

Form of General Release.

      (a) In favor of the Company:  Executive  hereby  releases,  discharges and
acquits the Company and its subsidiaries, affiliates,  representatives,  agents,
employees,  officers, directors,  shareholders,  counsel, assigns and successors
(collectively referred to as "Releasees"), of and from all claims, demands, sums
of money, actions,  rights, causes of action,  obligations and liabilities which
Executive has against the Releasees relating to or arising out of the Employment
Agreement of Executive's employment by the Company,  including,  but not limited
to,  wrongful  discharge,  breach of contract,  tort,  the Civil Rights Act, Age
Discrimination in Employment Act, Employee Retirement Income Security Act or any
other federal,  state or local  legislation or common law relating to employment
or discrimination in employment or otherwise;  provided,  however,  that nothing
contained  herein shall  release the Company from its  obligations  to Executive
pursuant to that certain  Employment  Agreement  dated June 2006,  including any
right he may have to indemnification thereunder.

      (b) In favor of the Executive: The Company hereby releases, discharges and
acquits  Executive  of and from all  claims,  demands,  sums of money,  actions,
rights,  causes of action,  obligations and liabilities which the Company has or
which the Company or any  successor or assign of the Company  against  Executive
relating  to or  arising  out of by  Executive's  employment  with the  Company;
provided,  however,  that nothing  contained herein shall release Executive from
any willful or  intentional  misconduct or any loan or advance made to Executive
by the Company.


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