Exhibit 10.161

                   FIFTH AMENDED AND RESTATED PROMISSORY NOTE

$15,000,000.00

                                                                   July 26, 2006

Bluegreen Corporation, a Massachusetts corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33341
(Hereinafter referred to as "Bluegreen Corporation")

Bluegreen Resorts Management, Inc., a Delaware corporation
f/k/a RDI Resort Services Corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Vacations Unlimited, Inc., a Florida corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Holding Corporation (Texas), a Delaware corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Southwest One, L.P., a Delaware limited partnership
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Asset Management Corporation, a Delaware corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Carolina Lands, LLC, a Delaware limited liability company
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Corporation of Tennessee, a Delaware corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Corporation of the Rockies, a Delaware corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Properties of Virginia, Inc., a Delaware corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Resorts International, Inc., a Delaware corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Carolina National Golf Club, Inc., a North Carolina corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431


<PAGE>

Leisure Capital Corporation, a Vermont corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen West Corporation, a Delaware corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Golf Clubs, Inc., a Delaware corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Interiors, LLC, a Delaware limited liability company
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Southwest Land, Inc., a Delaware corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

New England Advertising Corporation, a Vermont corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Guaranty Corporation, a Florida corporation
f/k/a South Florida Aviation, Inc., a Florida corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Jordan Lake Preserve Corporation, a North Carolina corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Leisure Communication Network, Inc., a Delaware corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Managed Assets Corporation, a Delaware corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

travelheads, inc., a Florida corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Encore Rewards, Inc., a Delaware corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Leisurepath, Inc., a Florida corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

BXG Realty, Inc., a Delaware corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431


                                       2
<PAGE>

Mystic Shores Realty, Inc., a Texas corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Brickshire Realty, Inc., a Virginia corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Catawba Falls, LLC, a North Carolina limited liability company
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Preserve at Jordan Lake Realty, Inc., a North Carolina corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Purchasing & Design, Inc., a Florida corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Great Vacation Destinations, Inc., a Florida corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Lake Ridge Realty, Inc., a Texas corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Communities of Texas, L.P., a Delaware limited partnership
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Pinnacle Vacations, Inc., a Delaware corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Communities of Georgia, LLC, a Georgia limited liability company
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Communities of Georgia Realty, Inc., a Georgia corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

BXG Realty Tenn, Inc., a Tennessee corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Mountain Lakes Realty, Inc., a Texas corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

(Individually and/or collectively, jointly and severally the "Borrower")


                                       3
<PAGE>

Wachovia Bank, National Association
225 Water Street
Jacksonville, Florida 32202
(Hereinafter referred to as "Bank")

Borrower  promises  to pay to the order of Bank,  in lawful  money of the United
States of  America,  at its office  indicated  above or  wherever  else Bank may
specify, the sum of FIFTEEN MILLION AND NO/100 DOLLARS  ($15,000,000.00) or such
sum as may be advanced and  outstanding  from time to time, with interest on the
unpaid  principal  balance at the rate and on the terms  provided  in this Fifth
Amended and Restated  Promissory  Note  (including  all renewals,  extensions or
modifications hereof, ("Note").

RENEWAL/MODIFICATION.  This Note amends, restates,  extends, and modifies in its
entirety that certain Fourth Amended and Restated Promissory Note dated December
31, 2004 (the  "Original  Promissory  Note"),  evidencing an original  principal
amount of  $15,000,000.00  of which  $530,000.00 is currently  outstanding,  the
original of which is attached to this Note. Should there be any conflict between
any of the terms of the Original Promissory Note and the terms of this Note, the
terms of this Note shall control. This Note is not a novation.

LOAN  AGREEMENT.  This Note is subject to the  provisions  of that certain Fifth
Amended and Restated Loan Agreement between Bank and Borrower dated of even date
herewith, as modified from time to time (the "Loan Agreement").

INTEREST  RATE.  Interest shall accrue on the unpaid  principal  balance of this
Note from the date hereof at the LIBOR  Market  Index Rate plus  2.00%,  as that
rate may change from day to day in  accordance  with changes in the LIBOR Market
Index Rate  ("Interest  Rate").  "LIBOR Market Index Rate",  for any day, is the
rate for 1 month U.S.  dollar  deposits as reported on Telerate  page 3750 as of
11:00 a.m.,  London time,  on such day, or if such day is not a London  business
day, then the immediately  preceding London business day (or if not so reported,
then  as  determined  by  Bank  from  another  recognized  source  or  interbank
quotation).

DEFAULT  RATE.  In addition to all other  rights  contained  in this Note,  if a
Default  (as  defined  herein)  occurs and as long as a Default  continues,  all
outstanding  Obligations  shall  bear  interest  at the  Interest  Rate  plus 3%
("Default Rate").  The Default Rate shall also apply from acceleration until the
Obligations or any judgment thereon is paid in full.

INTEREST AND FEE(S) COMPUTATION  (ACTUAL/360).  Interest and fees, if any, shall
be computed on the basis of a 360-day year for the actual  number of days in the
applicable  period  ("Actual/360   Computation").   The  Actual/360  Computation
determines the annual  effective  interest yield by taking the stated  (nominal)
rate for a year's  period and then  dividing  said rate by 360 to determine  the
daily  periodic  rate to be  applied  for  each  day in the  applicable  period.
Application of the Actual/360  Computation produces an annualized effective rate
exceeding the nominal rate.

REPAYMENT  TERMS/MATURITY.  This Note shall be due and  payable  in  consecutive
monthly  payments of accrued  interest only,  commencing on August 31, 2006, and
continuing  on the last day of each month  thereafter  until fully paid.  In any
event,  all principal and accrued  interest shall be due and payable on June 30,
2007 (the "Maturity Date").

APPLICATION OF PAYMENTS. Monies received by Bank from any source for application
toward payment of the Obligations  shall be applied to accrued interest and then
to principal.  If a Default occurs,  monies may be applied to the Obligations in
any manner or order deemed appropriate by Bank.

If any  payment  received  by Bank under this Note or other  Loan  Documents  is
rescinded,  avoided or for any reason  returned  by Bank  because of any adverse
claim or threatened  action,  the returned  payment  shall remain  payable as an
obligation  of all persons  liable  under this Note or other Loan  Documents  as
though such payment had not been made.


                                       4
<PAGE>

DEFINITIONS. Loan Documents. The term "Loan Documents" used in this Note and the
other Loan  Documents  refers to all documents  executed in  connection  with or
related to the loan  evidenced  by this Note and any prior notes which  evidence
all or any portion of the loan evidenced by this Note, and any letters of credit
issued  pursuant  to any loan  agreement  to which  this  Note is  subject,  any
applications  for such  letters of credit and any other  documents  executed  in
connection  therewith or related thereto,  and may include,  without limitation,
the  Loan  Agreement,  this  Note,  guaranty  agreements,  security  agreements,
security instruments,  financing statements,  mortgage instruments, any renewals
or  modifications,  whenever any of the  foregoing  are  executed,  but does not
include swap agreements (as defined in 11 U.S.C. ss. 101). Obligations. The term
"Obligations"  used in this Note  refers to any and all  indebtedness  and other
obligations  under  this  Note,  all other  obligations  under  any  other  Loan
Document(s),  and all  obligations  under any swap  agreements (as defined in 11
U.S.C.  ss. 101) between  Borrower and Bank  whenever  executed.  Certain  Other
Terms.  All terms  that are used but not  otherwise  defined  in any of the Loan
Documents shall have the definitions provided in the Uniform Commercial Code.

LATE CHARGE.  If any payments  are not timely made,  Borrower  shall also pay to
Bank a late charge equal to 5% of each payment past due for 10 or more days.

Acceptance by Bank of any late payment without an accompanying late charge shall
not be deemed a waiver of Bank's right to collect such late charge or to collect
a late charge for any subsequent late payment received.

ATTORNEYS'  FEES AND OTHER  COLLECTION  COSTS.  Borrower shall pay all of Bank's
reasonable  expenses  incurred  to  enforce or  collect  any of the  Obligations
including, without limitation,  reasonable arbitration,  attorneys' and experts'
fees and expenses,  whether  incurred without the commencement of a suit, in any
trial,  arbitration,  or  administrative  proceeding,  or in  any  appellate  or
bankruptcy proceeding.

USURY. If at any time the effective interest rate under this Note would, but for
this  paragraph,  exceed the maximum  lawful rate,  the effective  interest rate
under this Note shall be the maximum  lawful  rate,  and any amount  received by
Bank in excess of such rate shall be applied to  principal  and then to fees and
expenses, or, if no such amounts are owing, returned to Borrower.

DEFAULT.  If any of the following occurs, a default  ("Default") under this Note
shall  exist:  Nonpayment;  Nonperformance.  The  failure  of timely  payment or
performance  of the  Obligations or Default under this Note not paid within five
(5) days of the applicable due date or the failure of timely  performance of any
other Obligations  under any other Loan Document,  not cured within fifteen (15)
days after written notice from Bank to Borrower.  Borrower's right to cure shall
be applicable only to curable defaults and shall not apply,  without limitation,
to Defaults based upon False Warranty or Cessation;  Bankruptcy or any financial
covenant.  False Warranty.  A warranty or representation  made or deemed made in
the Loan  Documents or furnished  Bank in connection  with the loan evidenced by
this  Note  proves  materially  false,  or if of a  continuing  nature,  becomes
materially  false.  Cross Default.  At Bank's option,  any default in payment or
performance of any obligation under any other loans,  contracts or agreements of
Borrower, any Subsidiary or Affiliate of Borrower, any general partner of or the
holder(s)  of the  majority  ownership  interests  of Borrower  with Bank or its
affiliates,  including  without  limitation  that  certain  loan  from  Bank  to
Bluegreen Corporation, a Massachusetts corporation, and Bluegreen Communities of
Georgia,  LLC, a Georgia limited liability company dated August 12, 2004, in the
original principal amount of $9,600,000.00 (as same may be increased, amended or
modified  in the  future)  ("Affiliate"  shall have the meaning as defined in 11
U.S.C.  ss. 101,  except that the term  "Borrower"  shall be substituted for the
term "Debtor"  therein;  "Subsidiary"  shall mean any business in which Borrower
holds,  directly or  indirectly,  a  controlling  interest),  which is not cured
within the applicable cure period.  Cessation;  Bankruptcy.  The dissolution of,
termination of existence of, loss of good standing  status by,  appointment of a
receiver for, assignment for the benefit of creditors of, or commencement of any
bankruptcy or insolvency proceeding by or against Borrower,  its Subsidiaries or
Affiliates,  if any, or any general  partner of or the holder(s) of the majority
ownership  interests of Borrower,  or any party to the Loan Documents.  Material
Capital Structure or Business Alteration. Without prior written consent of Bank,
(i) the sale of  substantially  all of the  business  or assets of Borrower or a
material portion (25% or more) of such business or assets if


                                       5
<PAGE>

such a sale is outside the ordinary  course of business of Borrower or more than
50% of the  outstanding  stock or  voting  power of or in any such  entity  in a
single  transaction  or a series of  transactions;  or (ii) should any  Borrower
enter into any merger or  consolidation  other than with another Borrower or any
of Borrower's Subsidiaries or Affiliates or with any existing shareholder owning
more than 30% of the stock of Bluegreen Corporation.  Material Capital Structure
or Business  Alteration of Borrower's  Subsidiaries  or  Affiliates.  Borrower's
failure to  provide  Bank with an annual  report  detailing  (in such  detail as
required by bank) any of the following  transactions:  (i) a material alteration
in the kind or type of Borrower's  Subsidiaries' or Affiliates'  business;  (ii)
the sale of  substantially  all of the  business or assets of any of  Borrower's
Subsidiaries or Affiliates, or a material portion (10% or more) of such business
or  assets  if such a sale  is  outside  the  ordinary  course  of  business  of
Borrower's  Subsidiaries or Affiliates or any guarantor, or more than 50% of the
outstanding  stock  or  voting  power  of or in  any  such  entity  in a  single
transaction or a series of transactions  (excluding sales to another Borrower or
any of Borrower's Subsidiaries or Affiliates); (iii) Borrower's Subsidiaries' or
Affiliates'  acquisition of substantially  all of the business or assets or more
than 50% of the outstanding stock or voting power of any other entity (excluding
sales to another Borrower or any of Borrower's  Subsidiaries or Affiliates);  or
(iv) should any of Borrower's  Subsidiaries or Affiliates or any guarantor enter
into any merger or  consolidation  other  than with  another  one of  Borrower's
Subsidiaries or Affiliates.

REMEDIES  UPON  DEFAULT.  If a  Default  occurs  under  this  Note  or any  Loan
Documents,  not cured within the  applicable  cure period,  Bank may at any time
thereafter,  take the  following  actions:  Bank Lien.  Foreclose  its  security
interest or lien against Borrower's  accounts without notice.  Acceleration Upon
Default.  Accelerate the maturity of this Note and, at Bank's option, any or all
other Obligations,  whereupon this Note and the accelerated Obligations shall be
immediately  due and  payable.  Cumulative.  Exercise any rights and remedies as
provided  under the Note and other  Loan  Documents,  or as  provided  by law or
equity.

FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information
as Bank may reasonably request from time to time,  including without limitation,
financial   statements  and  information   pertaining  to  Borrower's  financial
condition. Such information shall be true, complete, and accurate.

LINE OF CREDIT ADVANCES.  Borrower may borrow, repay and reborrow,  and Bank may
advance and readvance under this Note  respectively  from time to time until the
maturity hereof (each an "Advance" and together the "Advances"),  so long as the
total  principal  balance  outstanding  under this Note at any one time does not
exceed the  principal  amount  stated on the face of this  Note,  subject to the
limitations  described  in the Loan  Agreement  to which  this Note is  subject.
Bank's  obligation to make Advances under this Note shall  terminate  during any
period Borrower is in Default. As of the date of each proposed Advance, Borrower
shall be deemed to represent that each representation made in the Loan Documents
is true as of such date.

If Borrower  subscribes to Bank's cash management services and such services are
applicable  to this line of credit,  the terms of such service shall control the
manner in which funds are  transferred  between the  applicable  demand  deposit
account and the line of credit for credit or debit to the line of credit.

WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and
other Loan  Documents  shall be valid unless in writing and signed by an officer
of Bank and Borrower. No waiver by Bank of any Default shall operate as a waiver
of any other  Default or the same  Default  on a future  occasion.  Neither  the
failure nor any delay on the part of Bank in  exercising  any right,  power,  or
remedy  under  this Note and other  Loan  Documents  shall  operate  as a waiver
thereof,  nor shall a single or partial  exercise  thereof preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.

Except as  otherwise  provided,  each  Borrower  liable  under this Note  waives
presentment,  protest,  notice  of  dishonor,  demand  for  payment,  notice  of
intention to accelerate maturity,  notice of acceleration of maturity, notice of
sale and all other  notices  of any kind.  Further,  each  agrees  that Bank may
extend, or renew this Note for any period,  and grant any releases,  compromises
or  indulgences  with  respect to any  collateral  securing  this Note,  or with
respect to any other Borrower or any other person liable under this


                                       6
<PAGE>

Note or other Loan Documents,  all without notice to or consent of each Borrower
or each person who may be liable under this Note or any other Loan  Document and
without  affecting  the  liability  of  Borrower or any person who may be liable
under this Note or any other Loan Document.

MISCELLANEOUS  PROVISIONS.  Assignment.  This Note and the other Loan  Documents
shall  inure to the  benefit  of and be  binding  upon  the  parties  and  their
respective  heirs,  legal  representatives,   successors  and  assigns.   Bank's
interests in and rights under this Note and the other Loan  Documents are freely
assignable,  in whole or in part, by Bank. In addition,  nothing in this Note or
any of the other Loan  Documents  shall prohibit Bank from pledging or assigning
this Note or any of the other  Loan  Documents  or any  interest  therein to any
Federal  Reserve  Bank.  Borrower  shall not  assign  its  rights  and  interest
hereunder without the prior written consent of Bank, and any attempt by Borrower
to assign without Bank's prior written  consent is null and void. Any assignment
shall not  release  Borrower  from the  Obligations.  Applicable  Law;  Conflict
Between  Documents.  This Note and, unless otherwise  provided in any other Loan
Document,  the other Loan Documents shall be governed by and construed under the
laws of the state named in Bank's  address  shown above  without  regard to that
state's conflict of laws  principles.  If the terms of this Note should conflict
with the terms of any loan  agreement  or any  commitment  letter that  survives
closing, the terms of this Note shall control.  Borrower's  Accounts.  Except as
prohibited by law, Borrower grants Bank a security interest in all of Borrower's
accounts with Bank and any of its affiliates. Jurisdiction. Borrower irrevocably
agrees to  non-exclusive  personal  jurisdiction  in the  state  named in Bank's
address shown above. Severability. If any provision of this Note or of the other
Loan  Documents  shall be  prohibited  or invalid  under  applicable  law,  such
provision  shall be  ineffective  but only to the extent of such  prohibition or
invalidity,  without  invalidating  the  remainder  of  such  provision  or  the
remaining  provisions of this Note or other such document.  Notices. Any notices
to Borrower shall be  sufficiently  given, if in writing and mailed or delivered
to the Borrower's  address shown above (attention  Borrower's  Corporate General
Counsel) or such other address as provided hereunder, and to Bank, if in writing
and mailed or  delivered  to Bank's  office  address  shown  above or such other
address  as Bank may  specify in  writing  from time to time.  In the event that
Borrower  changes  Borrower's  address  at  any  time  prior  to  the  date  the
Obligations are paid in full, Borrower agrees to promptly give written notice of
said  change  of  address  by  registered  or  certified  mail,  return  receipt
requested,  all charges prepaid.  Plural;  Captions.  All references in the Loan
Documents to Borrower,  guarantor,  person, document or other nouns of reference
mean  both the  singular  and  plural  form,  as the  case may be,  and the term
"person" shall mean any individual,  person or entity. The captions contained in
the Loan  Documents are inserted for  convenience  only and shall not affect the
meaning or interpretation of the Loan Documents.  Binding Contract.  Borrower by
executions of and Bank by acceptance of this Note agree that each party is bound
to all  terms and  provisions  of this  Note.  Advances.  Bank may,  in its sole
discretion,  make other advances which shall be deemed to be advances under this
Note, even though the stated  principal amount of this Note may be exceeded as a
result thereof.  Joint and Several Obligations.  Each entity who signs this Note
as a Borrower is jointly and severally obligated. Fees and Taxes. Borrower shall
promptly pay all  documentary,  intangible  recordation  and/or similar taxes on
this transaction whether assessed at closing or arising from time to time.

ARBITRATION.  Upon  demand of any party  hereto,  whether  made  before or after
institution of any judicial proceeding,  any claim or controversy arising out of
or relating to the Loan Documents  between parties hereto (a "Dispute") shall be
resolved by binding  arbitration  conducted under and governed by the Commercial
Financial Disputes  Arbitration Rules (the "Arbitration  Rules") of the American
Arbitration  Association (the "AAA") and the Federal  Arbitration Act.  Disputes
may include,  without limitation,  tort claims,  counterclaims,  a dispute as to
whether a matter is subject to arbitration,  claims brought as class actions, or
claims arising from documents  executed in the future. A judgment upon the award
may be entered in any court having jurisdiction.  Notwithstanding the foregoing,
this  arbitration  provision does not apply to disputes under or related to swap
agreements.  Special Rules. All arbitration  hearings shall be conducted in Palm
Beach  County,  Florida.  A hearing  shall  begin  within 90 days of demand  for
arbitration  and all  hearings  shall  conclude  within  120 days of demand  for
arbitration.  These time  limitations  may not be extended  unless a party shows
cause for extension and then for no more than a total of 60 days.  The expedited
procedures  set  forth  in Rule 51 et seq.  of the  Arbitration  Rules  shall be
applicable to claims of less than  $1,000,000.00.  Arbitrators shall be licensed
attorneys selected from the Commercial Financial


                                       7
<PAGE>

Dispute  Arbitration  Panel of the AAA.  The  parties  do not  waive  applicable
Federal or state  substantive law except as provided  herein.  Preservation  and
Limitation  of Remedies.  Notwithstanding  the  proceeding  binding  arbitration
provisions, the parties agree to preserve, without diminution,  certain remedies
that any  party  may  exercise  before  or after an  arbitration  proceeding  is
brought.  The  parties  shall  have the right to  proceed in any court of proper
jurisdiction or by self-help to exercise or prosecute the following remedies, as
applicable: (i) all rights to foreclose against any real or personal property or
other security by exercising a power of sale or under applicable law by judicial
foreclosure  including  a  proceeding  to confirm  the sale;  (ii) all rights of
self-help  including  peaceful  occupation  of real  property and  collection of
rents,  set-off,  and peaceful possession of personal property;  (iii) obtaining
provisional or ancillary  remedies including  injunctive relief,  sequestration,
garnishment,  attachment,  appointment  of  receiver  and filing an  involuntary
bankruptcy  proceeding;  and (iv) when  applicable,  a judgment by confession of
judgment.  Any claim or  controversy  with regard to any party's  entitlement to
such remedies is a Dispute.  Waiver of Exemplary Damages. The parties agree that
they shall not have a remedy of  punitive or  exemplary  damages  against  other
parties  in any  Dispute  and  hereby  waive any right or claim to  punitive  or
exemplary  damages they have now or which may arise in the future in  connection
with any Dispute  whether the Dispute is resolved by  arbitration or judicially.
Waiver of Jury  Trial.  THE  PARTIES  ACKNOWLEDGE  THAT BY  AGREEING  TO BINDING
ARBITRATION THEY HAVE  IRREVOCABLY  WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL
WITH REGARD TO A DISPUTE.

             [EXECUTIONS AND ACKNOWLEDGMENTS ON THE FOLLOWING PAGE]


                                       8
<PAGE>

      IN WITNESS WHEREOF,  Borrower,  jointly and severally, on the day and year
first above written, has caused this Note to be executed under seal.

                        Bluegreen Corporation, a Massachusetts corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Senior Vice President,
                             Chief Financial Officer and Treasurer
                             Taxpayer Identification Number: 03-0300793


                        Bluegreen Resorts Management, Inc., a Delaware
                        corporation f/k/a RDI Resort Services Corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 65-0520217


                        Bluegreen Vacations Unlimited, Inc., a Florida
                        corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 65-0433722


                        Bluegreen Holding Corporation (Texas), a Delaware
                        corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 65-0796382


                        Bluegreen Southwest One, L.P., a Delaware limited
                        partnership


                        By:  Bluegreen Southwest Land, Inc., a Delaware
                        corporation, Its General Partner


CORPORATE                    By:
SEAL                             -----------------------------------------------
                                  Anthony M. Puleo, Vice President and Treasurer
                                  Taxpayer Identification Number: 65-0796380


                        Bluegreen Asset Management Corporation, a Delaware
                        corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 03-0325365


                                       9
<PAGE>

                        Bluegreen Carolina Lands, LLC, a Delaware limited
                        liability company


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 65-0941345


                        Bluegreen Corporation of Tennessee, a Delaware
                        corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 03-0316460


                        Bluegreen Corporation of the Rockies, a Delaware
                        corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 65-0349373


                        Bluegreen Properties of Virginia, Inc., a Delaware
                        corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 52-1752664


                        Bluegreen Resorts International, Inc., a Delaware
                        corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 65-0803615


                        Carolina National Golf Club, Inc., a North Carolina
                        corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 62-1667685


                        Leisure Capital Corporation, a Vermont corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 03-0327285


                                       10
<PAGE>

                        Bluegreen West Corporation, a Delaware corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 59-3300205


                        Bluegreen Golf Clubs, Inc., a Delaware corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 65-0912659


                        Bluegreen Interiors, LLC, a Delaware limited liability
                        company


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 65-0929952


                        Bluegreen Southwest Land, Inc., a Delaware corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 65-0912249


                        New England Advertising Corporation, a Vermont
                        corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 03-0295158


                        Bluegreen Guaranty Corporation, a Florida corporation
                        f/k/a South Florida Aviation, Inc., a Florida
                        corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 65-0341038


                        Jordan Lake Preserve Corporation, a North Carolina
                        corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 65-1038536


                                       11
<PAGE>

                        Leisure Communication Network, Inc., a Delaware
                        corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 65-1049209


                        Managed Assets Corporation, a Delaware corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 65-1079961


                        travelheads, inc., a Florida corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 65-1129982


                        Encore Rewards, Inc., a Delaware corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 65-1138973


                        Leisurepath, Inc., a Florida corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 03-0407452


                        BXG Realty, Inc., a Delaware corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 04-3693479


                        Mystic Shores Realty, Inc., a Texas corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 04-3678944


                                       12
<PAGE>

                        Brickshire Realty, Inc., a Virginia corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 01-0706966


                        Catawba Falls, LLC, a North Carolina limited liability
                        company


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Manager
                             Taxpayer Identification Number: 03-0466014


                        Preserve at Jordan Lake Realty, Inc., a North Carolina
                        corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 06-1638828


                        Bluegreen Purchasing & Design, Inc., a Florida
                        corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 54-2064090


                        Great Vacation Destinations, Inc., a Florida corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 51-0420655


                        Lake Ridge Realty, Inc., a Texas corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 55-0794661


                                       13
<PAGE>

                        Bluegreen Communities of Texas, L.P., a Delaware limited
                        partnership


                        By:  Bluegreen Southwest Land, Inc., a Delaware
                        corporation, its General Partner


CORPORATE                    By:
SEAL                             -----------------------------------------------
                                  Anthony M. Puleo, Vice President and Treasurer
                                  Taxpayer Identification Number:  20-3600096


                        Pinnacle Vacations, Inc., a Delaware corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 20-3704976


                        Bluegreen Communities of Georgia, LLC, a Georgia limited
                        liability company


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Manager
                             Taxpayer Identification Number: 51-0446159


                        Bluegreen Communities of Georgia Realty, Inc., a Georgia
                        corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 51-0446176


                        BXG Realty Tenn, Inc., a Tennessee corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 62-1697300


                        Mountain Lakes Realty, Inc., a Texas corporation


CORPORATE               By:
SEAL                        ----------------------------------------------------
                             Anthony M. Puleo, Vice President and Treasurer
                             Taxpayer Identification Number: 55-0794661

                   [ACKNOWLEDGMENTS APPEAR ON FOLLOWING PAGE]


                                       14
<PAGE>

State of Florida        )
                        ) SS:
County of Palm Beach    )

The foregoing  instrument was acknowledged before me this ___ day of July, 2006,
by Anthony M. Puleo,  as Vice  President  and  Treasurer of  Bluegreen  Carolina
Lands, LLC, a Delaware limited liability company,  on behalf of the company.  He
is  personally  known to me or has  produced a  driver's  license,  passport  or
military  identification,  or other form of  identification  and did not take an
oath.

                                 Print or Stamp Name: _______________________
                                 Notary Public, State of Florida at Large
                                 Commission No.: ____________________________

State of Florida        )
                        ) SS:
County of Palm Beach    )

The foregoing  instrument was acknowledged before me this ___ day of July, 2006,
by Anthony M. Puleo, as Manager of Catawba Falls,  LLC, a North Carolina limited
liability company, on behalf of the company. He is personally known to me or has
produced a driver's license, passport or military identification,  or other form
of identification and did not take an oath.

                                 Print or Stamp Name: _______________________
                                 Notary Public, State of Florida at Large
                                 Commission No.: ____________________________

State of Florida        )
                        ) SS:
County of Palm Beach    )

The foregoing  instrument was acknowledged before me this ___ day of July, 2006,
by Anthony M. Puleo,  as Vice  President and  Treasurer of Bluegreen  Interiors,
LLC, a Delaware  limited  liability  company,  on behalf of the  company.  He is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.

                                 Print or Stamp Name: _______________________
                                 Notary Public, State of Florida at Large
                                 Commission No.: ____________________________


                                       15
<PAGE>

State of Florida        )
                        ) SS:
County of Palm Beach    )

The foregoing  instrument was acknowledged before me this ___ day of July, 2006,
by Anthony M. Puleo,  as Manager of  Bluegreen  Communities  of Georgia,  LLC, a
Georgia limited liability  company,  on behalf of the company.  He is personally
known  to  me  or  has  produced  a  driver's  license,   passport  or  military
identification, or other form of identification and did not take an oath.

                                 Print or Stamp Name: _______________________
                                 Notary Public, State of Florida at Large
                                 Commission No.: ____________________________

State of Florida        )
                        ) SS:
County of Palm Beach    )

The foregoing  instrument was acknowledged before me this ___ day of July, 2006,
by Anthony M. Puleo,  as Vice  President  and  Treasurer of Bluegreen  Southwest
Land,  Inc.,  a Delaware  corporation,  the sole  general  partner of  Bluegreen
Communities of Texas,  L.P., a Delaware  limited  partnership,  on behalf of the
corporation and as an act of the  partnership.  He is personally  known to me or
has produced a driver's license,  passport or military identification,  or other
form of identification and did not take an oath.

                                 Print or Stamp Name: _______________________
                                 Notary Public, State of Florida at Large
                                 Commission No.: ____________________________

State of Florida        )
                        ) SS:
County of Palm Beach    )

The foregoing  instrument was acknowledged before me this ___ day of July, 2006,
by Anthony M. Puleo,  as Vice  President  and  Treasurer of Bluegreen  Southwest
Land,  Inc.,  a Delaware  corporation,  the sole  general  partner of  Bluegreen
Southwest  One,  L.P.,  a  Delaware  limited  partnership,   on  behalf  of  the
corporation and as an act of the  partnership.  He is personally  known to me or
has produced a driver's license,  passport or military identification,  or other
form of identification and did not take an oath.

                                 Print or Stamp Name: _______________________
                                 Notary Public, State of Florida at Large
                                 Commission No.: ____________________________


                                       16
<PAGE>

State of Florida        )
                        ) SS:
County of Palm Beach    )

The foregoing  instrument was acknowledged before me this ___ day of July, 2006,
by Anthony M. Puleo,  as Vice  President  and  Treasurer  of  Bluegreen  Resorts
Management,  Inc., a Delaware  corporation,  as Vice  President and Treasurer of
Bluegreen Resorts International, Inc., a Delaware corporation, as Vice President
and Treasurer of travelheads, inc., a Florida corporation, as Vice President and
Treasurer of Encore Rewards, Inc., a Delaware corporation, as Vice President and
Treasurer of Leisurepath, Inc., a Florida corporation, as Senior Vice President,
Chief Financial Officer and Treasurer of Bluegreen Corporation,  a Massachusetts
corporation,  as Vice President and Treasurer of Bluegreen Vacations  Unlimited,
Inc.,  a Florida  corporation,  as Vice  President  and  Treasurer  of Bluegreen
Holding  Corporation  (Texas),  a Delaware  corporation,  as Vice  President and
Treasurer of Bluegreen Asset Management Corporation, a Delaware corporation,  as
Vice President and Treasurer of Bluegreen  Corporation of Tennessee,  a Delaware
corporation,  as Vice  President and Treasurer of Bluegreen  Corporation  of the
Rockies,  a Delaware  corporation,  as Vice  President and Treasurer of Carolina
National Golf Club,  Inc., a North Carolina  corporation,  as Vice President and
Treasurer  of  Leisure  Capital  Corporation,  a  Vermont  corporation,  as Vice
President and Treasurer of Bluegreen West Corporation,  a Delaware  corporation,
as Vice  President  and  Treasurer  of  Bluegreen  Golf Clubs,  Inc., a Delaware
corporation,  as Vice President and Treasurer of Bluegreen Southwest Land, Inc.,
a  Delaware  corporation,  as  Vice  President  and  Treasurer  of  New  England
Advertising Corporation, a Vermont corporation,  as Vice President and Treasurer
of Bluegreen  Guaranty  Corporation,  a Florida  corporation f/k/a South Florida
Aviation, Inc., a Florida corporation, as Vice President and Treasurer of Jordan
Lake Preserve Corporation,  a North Carolina corporation,  as Vice President and
Treasurer of Leisure Communication  Network,  Inc., a Delaware  corporation,  as
Vice  President  and  Treasurer  of  Managed  Assets  Corporation,   a  Delaware
corporation,  as Vice  President and  Treasurer of BXG Realty,  Inc., a Delaware
corporation, as Treasurer of Mystic Shores Realty, Inc., a Texas corporation, as
Vice President and Treasurer of Brickshire Realty, Inc., a Virginia corporation,
as Vice President and Treasurer of Preserve at Jordan Lake Realty, Inc., a North
Carolina corporation,  as Vice President and Treasurer of Bluegreen Purchasing &
Design,  Inc., a Florida  corporation,  as Vice President and Treasurer of Great
Vacation  Destinations,  Inc.,  a Florida  corporation,  as Vice  President  and
Treasurer  of  Lake  Ridge  Realty,  Inc.,  a  Texas  corporation,   a  Delaware
corporation,  as Vice  President  and Treasurer of Pinnacle  Vacations,  Inc., a
Delaware  corporation,  as Vice President and Treasurer of Bluegreen Communities
of Georgia Realty, Inc., a Georgia corporation,  as Vice President and Treasurer
of BXG Realty  Tenn,  Inc.,  a  Tennessee  corporation,  as Vice  President  and
Treasurer of Bluegreen Properties of Virginia, Inc., a Delaware corporation, and
as Vice  President  and  Treasurer  of  Mountain  Lakes  Realty,  Inc.,  a Texas
corporation,  on behalf of each corporation. He is personally known to me or has
produced a driver's license, passport or military identification,  or other form
of identification and did not take an oath.

                                 Print or Stamp Name: _______________________
                                 Notary Public, State of Florida at Large
                                 Commission No.: ____________________________


                                       17