Exhibit 10.160

                    FIFTH AMENDED AND RESTATED LOAN AGREEMENT

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

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

<PAGE>

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

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


                                     Page 2
<PAGE>

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

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


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<PAGE>

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

This Fifth Amended and Restated Loan Agreement  ("Agreement") is entered into as
of July 26, 2006.

Borrower  requested  and First Union  National  Bank  ("First  Union") made that
certain  $5,000,000.00  line of credit  available  to Borrower  (the  "Loan") as
evidenced by that  certain  Promissory  Note dated as of September  23, 1998 and
certain  other  documents  including  that  certain Loan  Agreement  dated as of
September 23, 1998. The Loan has been previously amended, increased and extended
pursuant to the terms and  conditions of certain  documents  including,  without
limitation,  that certain  $10,000,000.00  Renewal  Promissory  Note dated as of
December 31, 2000,  that certain  Modification  Number One to the Loan Agreement
dated as of  August  1,  1999,  that  certain  Modification  Number  Two to Loan
Agreement dated as of November 3, 1999, that certain  Modification  Number Three
to Loan Agreement dated as of December 31, 2000, and certain other documents.

Borrower  subsequently  requested and First Union agreed to amend,  increase and
extend the Loan as evidenced by (i) that certain Amended and Restated Promissory
Note executed by Borrower, jointly and severally, dated as of December 31, 2001,
and  made  payable  to  First  Union  in  the  original   principal   amount  of
$12,500,000.00;  (ii) that certain  Amended and Restated Loan Agreement dated as
of  December  31,  2001;  and (iii)  certain  other loan  documents  dated as of
December 31, 2001.

Borrower  subsequently  requested and Bank  (successor by merger to First Union)
agreed to amend and  extend the Loan as  evidenced  by (i) that  certain  Second
Amended  and  Restated  Promissory  Note  executed  by  Borrower,   jointly  and
severally,  dated as of  December  31,  2002,  and made  payable  to Bank in the
original  principal amount of  $12,500,000.00;  (ii) that certain Second Amended
and Restated  Loan  Agreement  dated as of December 31, 2002;  and (iii) certain
other loan documents dated as of December 31, 2002.

Borrower  subsequently  requested and Bank agreed to further amend, increase and
extend the Loan  pursuant  to the terms of (i) that  certain  Third  Amended and
Restated Promissory Note executed by Borrower,  jointly and severally,  dated as
of December 30, 2003, and made payable to Bank in the original  principal amount
of  $15,000,000.00,  and (ii) that  certain  Third  Amended  and  Restated  Loan
Agreement dated as of December 30, 2003.

Borrower subsequently  requested,  and Bank agreed to further amend the Loan, as
evidenced by that certain First  Amendment and  Ratification  of Loan  Agreement
dated as of March 31, 2004,  and as evidenced by that certain  Second  Amendment
and Ratification of Loan Agreement dated as of August 9, 2004.

Borrower subsequently requested and Bank has agreed to further modify and extend
the Loan pursuant to the terms of (i) that certain  Fourth  Amended and Restated
Promissory  Note  executed  by  Borrower,  jointly  and  severally,  dated as of
December 31, 2004, and made payable to the Bank in the original principal amount
of  $15,000,000.00,  and (ii) that  certain  Fourth  Amended and  Restated  Loan
Agreement dated as of December 31, 2004.

Borrower has now requested and Bank has agreed to further  modify and extend the
Loan  pursuant  to the terms of (i) that  certain  Fifth  Amended  and  Restated
Promissory Note executed by Borrower,  jointly and severally, dated of even date
herewith,  and made  payable  to the Bank in the  original  principal  amount of
$15,000,000.00  (the  "Note"),  and (ii)  this  Agreement.  The  Note,  and this
Agreement  and all other  documents  executed  in  connection  with the Loan are
hereinafter  collectively  referred to as the "Loan Documents".  All capitalized
terms used herein and not otherwise  defined shall have those meanings  ascribed
to them in the Loan Documents.

LINE OF CREDIT.  Borrower may borrow, repay, and reborrow, from time to time, so
long as the total  principal  indebtedness  outstanding  under the Loan plus the
amount of all unreimbursed drawings under


                                     Page 4
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all letters of credit issued by Bank for account of Borrower does not exceed the
face amount of the Note.  All payments  made by Bank under any letters of credit
issued for the  account of Borrower  and all fees,  commissions,  discounts  and
other  amounts  owed or to be owed to Bank in  connection  therewith,  shall  be
deemed to be  Advances  under the Note and shall be repaid on  demand.  The Loan
proceeds  are to be used by  Borrower  solely for  working  capital and to issue
letters of credit from time to time. The Borrower shall pay down the outstanding
balance under the Loan (excluding  letters of credit issued under the Note) to a
maximum of $100.00 for forty-five  (45)  consecutive  days  annually.  The total
amount of  letters  of credit to be issued  under the Note  shall not exceed the
face  amount  of the  Note at any  time nor  have  maturities  greater  than the
maturity date of the Loan. The maturity date of the Loan shall be June 30, 2007.

Letter of Credit Fees.  Borrower  shall pay to Bank, at such times as Bank shall
require, Bank's standard fees in connection with Letters of Credit, as in effect
from time to time, and with respect to standby Letters of Credit,  an additional
fee  equal to 1.50%  per  annum on the face  amount  of each  standby  Letter of
Credit,  payable annually,  in advance,  for so long as such Letter of Credit is
outstanding.

Representations.  Except as otherwise provided herein,  Borrower represents that
from  the  date  of  this  Agreement  and  until  final  payment  in full of the
Obligations:  Accurate Information.  All information now and hereafter furnished
to Bank is and will be true, correct and complete. Any such information relating
to Borrower's  financial condition will accurately reflect Borrower's  financial
condition as of the date(s)  thereof,  (including all contingent  liabilities of
every type),  and Borrower further  represents that its financial  condition has
not  changed  materially  or  adversely  since the  date(s)  of such  documents.
Authorization;  Non-Contravention.  The execution,  delivery and  performance by
Borrower of this  Agreement and other Loan  Documents to which it is a party are
within  its  power,  have  been  duly  authorized  as may be  required  and,  if
necessary,  by making appropriate  filings with any governmental  agency or unit
and are the legal, binding,  valid and enforceable  obligations of Borrower; and
do not (i)  contravene,  or constitute  (with or without the giving of notice or
lapse of time or  both) a  violation  of any  provision  of  applicable  law,  a
violation of the  organizational  documents of Borrower,  or a default under any
agreement,  judgment, injunction, order, decree or other instrument binding upon
or affecting  Borrower,  (ii) result in the creation or  imposition  of any lien
(other  than the lien(s)  created by the Loan  Documents)  on any of  Borrower's
assets,  or (iii) give cause for the acceleration of any obligations of Borrower
or any guarantor to any other creditor.  Asset Ownership. As of the date of this
Agreement,  Borrower has good and marketable  title to all of the properties and
assets reflected on the balance sheets and financial statements supplied Bank by
Borrower,  and all such  properties  and assets are free and clear of mortgages,
security deeds, pledges,  liens, charges, and all other encumbrances,  except as
otherwise  disclosed  in such  financial  statements  or on  Schedule 1 attached
hereto ("Permitted  Liens").  To Borrower's  knowledge,  no default has occurred
under any  Permitted  Liens and no claims or  interests  adverse  to  Borrower's
present rights in its properties and assets have arisen.  Discharge of Liens and
Taxes. Borrower has duly filed, paid and/or discharged all taxes or other claims
which may become a lien on any of its property or assets to the extent  required
to be paid as of this  date,  except to the  extent  that  such  items are being
appropriately  contested  in good faith and an adequate  reserve for the payment
thereof  is being  maintained  if  required  by  generally  accepted  accounting
principles.  Sufficiency of Capital.  Borrower is not, and after consummation of
this  Agreement and after giving effect to all  indebtedness  incurred and liens
created by Borrower in  connection  with the Note and any other Loan  Documents,
will not be, insolvent  within the meaning of 11 U.S.C. ss. 101(32).  Compliance
with Laws.  Borrower is in compliance in all material respects with all federal,
state and  local  laws,  rules and  regulations  applicable  to its  properties,
operations,  business, and finances,  including, without limitation, any federal
or state laws  relating to liquor  (including  18 U.S.C.  ss. 3617,  et seq.) or
narcotics  (including 21 U.S.C. ss. 801, et seq.) and/or any commercial  crimes;
all applicable federal, state and local laws and regulations intended to protect
the  environment;  and the Employee  Retirement  Income Security Act of 1974, as
amended ("ERISA"), if applicable.  Organization and Authority.  Each Borrower is
duly created,  validly existing and in good standing under the laws of the state
of its organization, and has all powers, governmental licenses,  authorizations,
consents and approvals  required to operate its business as now conducted.  Each
Borrower is duly qualified,  licensed and in good standing in each  jurisdiction
where  qualification  or  licensing is required by the nature of its business or
the character and location of its property,  business or customers, and in which
the failure to so qualify or be licensed, as the case may be, in the aggregate,


                                     Page 5
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could  have a  material  adverse  effect on the  business,  financial  position,
results  of  operations,  properties  or  prospects  of  Borrower  or  any  such
guarantor.  No Litigation.  There are no pending suits, claims or demands or any
threatened suits,  claims or demands (which threatened suits,  claims or demands
have a  reasonable  likelihood  of becoming a suit,  claim or  demand),  against
Borrower  or any  guarantor,  and which could  reasonably  be expected to have a
material  adverse  effect on Borrower's or guarantor's  business,  that have not
been disclosed in Borrower's  periodic  filings with the Securities and Exchange
Commission  ("SEC"),  or otherwise  disclosed to Bank in writing and approved by
Bank. ERISA. Each employee pension benefit plan, as defined in ERISA, maintained
by Borrower meets, as of the date hereof, the minimum funding standards of ERISA
and all applicable  regulations  thereto and  requirements  thereof,  and of the
Internal  Revenue  Code of 1954,  as amended.  No  "Prohibited  Transaction"  or
"Reportable  Event" (as both  terms are  defined  by ERISA)  has  occurred  with
respect to any such plan.

AFFIRMATIVE COVENANTS. Borrower agrees that from the date hereof and until final
payment  in full of the  Obligations,  unless  Bank shall  otherwise  consent in
writing,   Borrower  will:   Business   Continuity.   Conduct  its  business  in
substantially  the same manner as such business is now and has  previously  been
conducted. Maintain Properties. Maintain, preserve and keep its property in good
repair, working order and condition,  making all needed replacements,  additions
and  improvements  thereto,  to the extent allowed by this Agreement.  Access to
Books and Records.  Allow Bank, or its agents,  during normal business hours and
upon prior advance written notice,  access to the books,  records and such other
documents of Borrower as Bank shall reasonably  require,  and allow Bank to make
copies  thereof  at  Bank's  expense.  Insurance.  Maintain  adequate  insurance
coverage with respect to its properties  and business  against loss or damage of
the kinds  and in the  amounts  customarily  insured  against  by  companies  of
established  reputation  engaged  in the same or similar  businesses  including,
without limitation, commercial general liability insurance, workers compensation
insurance, and business interruption insurance; all acquired in such amounts and
from such companies as Bank may reasonably require.  Notice of Default and Other
Notices. (a) Notice of Default.  Furnish to Bank immediately upon becoming aware
of the  existence  of any  condition  or event which  constitutes  a Default (as
defined in the Loan Documents) or any event which,  upon the giving of notice or
lapse of time or both,  may  become a Default,  written  notice  specifying  the
nature and period of existence  thereof and the action which  Borrower is taking
or proposes to take with respect  thereto.  (b) Other Notices.  Promptly  notify
Bank in writing of (i) any material adverse change in its financial condition or
its business;  (ii) any default under any material agreement,  contract or other
instrument to which it is a party or by which any of its  properties  are bound,
or any acceleration of the maturity of any indebtedness owing by Borrower; (iii)
any material  adverse  claim  against or  affecting  Borrower or any part of its
properties  (Bank  acknowledges  that  disclosure  of such matters in Borrower's
periodic filings with the SEC shall constitute  prompt notice to Bank); (iv) the
commencement  of, and any material  determination  in, any  litigation  with any
third party or any proceeding  before any governmental  agency or unit affecting
Borrower  in a claimed  amount in excess of  $1,500,000.00;  and (v) at least 30
days prior  thereto,  any change in  Borrower's  name or address as shown above,
and/or  any  material  change in  Borrower's  structure.  Compliance  with Other
Agreements.  Comply with all terms and conditions  contained in this  Agreement,
and any other Loan Documents, and swap agreements,  if applicable, as defined in
the 11 U.S.C.  ss. 101. Payment of Debts. Pay and discharge when due, and before
subject to penalty or further charge,  and otherwise  satisfy before maturity or
delinquency,  all obligations,  debts, taxes, and liabilities of whatever nature
or amount,  except  those  which  Borrower in good faith  disputes.  Reports and
Proxies. Deliver to Bank, promptly, a copy of all financial statements, reports,
notices, and proxy statements, sent by Borrower to stockholders, and all regular
or  periodic  reports  required to be filed by  Borrower  with any  governmental
agency or authority,  excluding federal,  state and local tax returns,  business
license and registration  reports and SEC filings on Form 8-K, unless reasonably
requested in writing by Bank. Other Financial Information. Deliver promptly such
other  information  regarding the  operation,  business  affairs,  and financial
condition of Borrower which Bank may reasonably request. Non-Default Certificate
From Borrower. Deliver to Bank, with the Financial Statements required herein, a
certificate signed by Borrower, if Borrower is an individual,  or by a principal
financial  officer of Borrower  warranting  that no "Default as specified in the
Loan  Documents nor any event which,  upon the giving of notice or lapse of time
or both, would constitute such a Default,  has occurred.  Estoppel  Certificate.
Furnish,  within  15 days  after  request  by Bank,  a  written  statement  duly
acknowledged  of the amount due under the Loan and  whether  offsets or defenses
exist against the Obligations.


                                     Page 6
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Negative  Covenants.  Borrower  agrees that from the date of this  Agreement and
until final  payment in full of the  Obligations,  unless  Bank shall  otherwise
consent  in  writing,   Borrower  will  not:   Default  on  Other  Contracts  or
Obligations.  Default on any material  contract with or obligation when due to a
third party or default in the  performance  of any  obligation  to a third party
incurred  for money  borrowed  in an amount  in excess of  $2,500,000.00,  which
default  is not  cured  within  any cure  period  applicable  thereto.  Judgment
Entered.  Permit the entry of any monetary  judgment or the assessment  against,
the filing of any tax lien against,  or the issuance of any writ of  garnishment
or  attachment  against any property of or debts due  Borrower not  dismissed or
bonded within 30 days. Government  Intervention.  Permit the assertion or making
of any seizure,  vesting or intervention by or under authority of any government
by which the  management  of  Borrower  or any  guarantor  is  displaced  of its
authority  in the conduct of its  respective  business  or its such  business is
curtailed or materially impaired. Prepayment of Other Debt. Retire any long-term
debt  entered  into prior to the date of this  Agreement in advance of its legal
obligation  to do so  other  than in  connection  with  refinancing.  Retire  or
Repurchase Capital Stock.  Retire or otherwise acquire any of its capital stock,
except as permitted by waiver  letter from Bank to Borrower  dated as of May 13,
1999  authorizing  the  repurchase of up to two million  shares of capital stock
under Borrower's existing share repurchase program.

Financial Covenants.  Borrower, on a consolidated basis, agrees to the following
provisions from the date hereof until final payment in full of the  Obligations,
unless Bank shall  otherwise  consent in writing:  Adjusted  Tangible Net Worth.
Borrower  shall,  at all times,  on a consolidated  basis,  maintain an Adjusted
Tangible Net Worth of not less than $225,000,000.00, and shall annually increase
the  Adjusted  Tangible  Net  Worth by not less  than 50% of its  aggregate  net
income, as reflected on its year-end  financial  statements.  "Adjusted Tangible
Net Worth" shall mean total assets minus Total Liabilities. For purposes of this
computation,   the  aggregate  amount  of  any  intangible  assets  of  Borrower
including,  without  limitation,   goodwill,   franchises,   licenses,  patents,
trademarks,  trade names,  copyrights,  service marks, and brand names, shall be
subtracted from total assets.  "Total Liabilities" shall mean all liabilities of
Borrower,  including capitalized leases and all reserves for deferred taxes, and
other deferred sums appearing on the liabilities side of a balance sheet and all
obligations  as lessee under  off-balance  sheet  synthetic  leases of Borrower,
excluding debt fully subordinated to Bank on terms and conditions  acceptable to
Bank, all in accordance with generally accepted accounting principles applied on
a consistent  basis.  Adjusted Total  Liabilities to Adjusted Tangible Net Worth
Ratio.  Borrower shall, at all times, on a consolidated basis,  maintain a ratio
of Adjusted Total  Liabilities  to Adjusted  Tangible Net Worth of not more than
2.25 to 1.00. For the purposes of this computation, "Adjusted Total Liabilities"
shall mean the sum of all liabilities of the Borrower,  on a consolidated basis,
including  capitalized  leases and all  reserves  for  deferred  taxes and other
deferred  sums  appearing  on the  liabilities  side  of a  balance  sheet,  and
excluding  deferred  income,  any  non-recourse  obligations  backed by vacation
ownership  receivables,  and  debt  fully  subordinated  to  Bank on  terms  and
conditions  acceptable to Bank, in accordance with generally accepted accounting
principles applied on a consistent basis. Liquidity Requirement. Borrower shall,
at all times, maintain unrestricted cash and unencumbered  timeshare receivables
of  not  less  than  $50,000,000.00  in  the  aggregate.  Deposit  Relationship.
Bluegreen  Corporation shall maintain its primary  depository account with Bank.
Compliance  Certificate.  Borrower shall furnish Bank with a quarterly  covenant
compliance  certificate  demonstrating  Borrower's  compliance  with  the  above
Financial Covenants.

Annual Financial Statements. Bluegreen Corporation shall deliver to Bank, within
90 days  after the  close of each  fiscal  year,  audited  financial  statements
reflecting  its  operations   during  such  fiscal  year,   including,   without
limitation,  a balance  sheets,  profit and loss statement and statement of cash
flows, with supporting schedules;  all on a consolidated basis and in reasonable
detail,  prepared in conformity with generally accepted  accounting  principles,
applied  on a  basis  consistent  with  that of the  preceding  year.  All  such
statements  shall be  compiled by an  independent  certified  public  accountant
acceptable to Bank. The opinion of such independent  certified public accountant
shall not be  acceptable to Bank if qualified  due to any  limitations  in scope
imposed by Bluegreen Corporation.  Any other qualification of the opinion by the
accountant shall render the acceptability of the financial statements subject to
Bank's approval.  Notwithstanding the foregoing, any adverse, qualified or scope
limitation  with the  Borrower's  audit  opinion  relative to Section 404 of the
Sarbanes-Oxley Act of 2002 will not make an otherwise unqualified opinion


                                     Page 7
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on the financial  statement  audit  unacceptable  to Bank unless,  in the Bank's
opinion,  such  adverse,  qualified or scope  limitation,  is material in nature
including,  without  limitation,  calling into question the effectiveness of the
Borrower internal control under such Section 404.

Periodic  Financial  Statements.  Bluegreen  Corporation  shall  deliver to Bank
unaudited  management-prepared quarterly financial statements including, without
limitation,  a balance  Sheets,  profit and loss statement and statement of cash
flows, with supporting  schedules,  as soon as available and in any event within
45 days  after the close of each  such  period;  all in  reasonable  detail  and
prepared in conformity with generally accepted accounting principles, applied on
a basis  consistent with that of the preceding  year.  Such statements  shall be
certified as to their correctness by a principal  financial officer of Bluegreen
Corporation  and in each case, if audited  statements  are required,  subject to
audit and year-end adjustments.

Attorneys' Fees.  Borrower shall pay all of Bank's reasonable  expenses incurred
to  enforce or  collect  any of the  Advances,  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.

Waivers.  Except as  otherwise  permitted  in the Note or other Loan  Documents,
Borrower  hereby 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  whatsoever.  Any
failure by Bank to exercise  any right  hereunder  shall not be  construed  as a
waiver of the right to exercise the same or any other right at any time.

Amendment and  Severability.  No amendment to or  modification of this Agreement
shall be binding upon Bank unless in writing and signed by it. If any  provision
of this  Agreement  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 Agreement.

Miscellaneous. This Agreement is fully assignable by Bank and all rights of Bank
thereunder  shall  inure to the  benefit of its  successors  and  assigns.  This
Agreement  shall be binding upon Borrower and its  successors  and assigns.  The
captions contained in this Agreement are inserted for convenience only and shall
not affect the meaning or interpretation of the Agreement.  This Agreement shall
be governed by and  interpreted  in accordance  with the laws of the state where
Bank's  office  as shown  herein is  located,  without  regard  to that  state's
conflict of laws principles.

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.

Conditions  Precedent.  All advances under the Note are subject to the following
conditions precedent: (a) Non-Default.  Borrower shall be in compliance with all
of the  terms  and  conditions  set  forth  herein  and an Event of  Default  as
specified  herein,  or an event which upon notice or lapse of time or both would
constitute such an Event of Default, shall not have occurred or be continuing at
the time of such Advance. (b) Borrowing Resolution. Bank shall have received all
certified resolutions  authorizing  borrowings by Borrower under this Agreement.
(c) Financial  Information  and  Documents.  Borrower shall deliver to Bank such
information  and  documents  as Bank may  request  from time to time,  including
without limitation,  financial statements,  information pertaining to Borrower's
financial    condition    and    additional    supporting     documents.     (d)
Purchase/Warehousing Facility. Borrower shall provide evidence to Bank regarding
availability under its then existing  purchase/warehousing facility in an amount
not less than that requested  advance plus the then  outstanding  balance of the
Loan. (e) Certificates of Good Standing.


                                     Page 8
<PAGE>

Borrower  shall have  delivered a Certificate of Good Standing for each Borrower
(all  dated  within  thirty  days of the date of this  Agreement)  issued by the
respective Secretary of State.

Fifth Amended and Restated Loan Agreement.  This Fifth Amended and Restated Loan
Agreement,  amends,  replaces and supersedes in its entirety that certain Fourth
Amended and Restated Loan Agreement  dated as of December 31, 2004,  executed by
Borrower in favor of Bank (the "Original Loan  Agreement").  Should there be any
conflict between any of the terms of the Original Loan Agreement,  and the terms
of this Agreement, the terms of this Agreement shall control.

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 this  Agreement  or any other  document  executed in  connection
herewith  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 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 preceding 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 COMMENCE ON FOLLOWING PAGE]


                                     Page 9
<PAGE>

The parties  hereto have duly  executed  this  instrument  as of the date stated
above.

                        Wachovia Bank, National Association, successor
                        interest to First Union National Bank


                        By:
                            ----------------------------------------------------
                             Karen J. Leikert, Senior Vice President


                        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


                                    Page 10
<PAGE>

                        Bluegreen Asset Management Corporation, a Delaware
                        corporation


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


                        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


                                    Page 11
<PAGE>

                        Leisure Capital Corporation, a Vermont corporation


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


                        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


                                    Page 12
<PAGE>

                        Jordan Lake Preserve Corporation, a North Carolina
                        corporation


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


                        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


                                    Page 13
<PAGE>


                        Mystic Shores Realty, Inc., a Texas corporation


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


                        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


                                    Page 14
<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]


                                    Page 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 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.: ____________________________


                                    Page 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 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.: ____________________________


                                    Page 17
<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.: ____________________________


                                    Page 18
<PAGE>

                                   SCHEDULE 1

      Bluegreen Corporation ("Bluegreen") has formed a statutory business trust,
Business  Statutory Trust V ("BST V") for the purpose of issuing trust preferred
securities and investing the proceeds thereof in junior subordinated debentures.

      On  July  21,  2006,  BST  V  issued  $15.0  million  of  trust  preferred
securities.  BST V used the proceeds from issuing the trust preferred securities
to  purchase  an  identical  amount  of  junior  subordinated   debentures  from
Bluegreen.  Interest on the junior subordinated  debentures and distributions on
the trust preferred  securities will be payable  quarterly in arrears at a fixed
rate of 10.28% through  September 30, 2011, and thereafter at a variable rate of
interest,  per annum,  reset  quarterly,  equal to the 3-month  LIBOR plus 4.85%
until the scheduled  maturity date of September 30, 2036.  Distributions  on the
trust  preferred  securities  will be cumulative and based upon the  liquidation
value of the trust preferred  security.  The trust preferred  securities will be
subject to  mandatory  redemption,  in whole or in part,  upon  repayment of the
junior  subordinated  debentures  at maturity or their earlier  redemption.  The
junior subordinated  debentures are redeemable five years from the issue date or
sooner following  certain  specified  events.  In addition,  Bluegreen  invested
$464,000 to BST V in exchange for 100% of its common securities.  Those proceeds
were also used to purchase an identical amount of junior subordinated debentures
from Bluegreen.  The terms of BST V's common  securities are nearly identical to
the trust preferred securities.

      The issuances of trust  preferred  securities  was part of a larger pooled
trust securities  offerings which was not registered under the Securities Act of
1933. Proceeds will be used for general corporate purposes.


                                    Page 19