Exhibit 10.63

                                 TRUST AGREEMENT
                                       OF
                           BLUEGREEN STATUTORY TRUST V

      THIS  TRUST  AGREEMENT  OF  BLUEGREEN   STATUTORY  TRUST  V  (this  "Trust
Agreement") is dated as of July 19, 2006 by and among Bluegreen  Corporation,  a
Massachusetts  corporation,  as depositor (the  "Depositor"),  Wilmington  Trust
Company,  a Delaware  banking  corporation,  as trustee (in such  capacity,  the
"Delaware   Trustee"),   and  Wilmington  Trust  Company,   a  Delaware  banking
corporation,  as trustee (in such capacity, the "Property Trustee" and, together
with the Delaware  Trustee,  the  "Trustees").  The  Depositor  and the Trustees
hereby agree as follows:

      1. The trust created hereby shall be known as "Bluegreen  Statutory  Trust
V" (the  "Trust"),  in which name the Trustees or the  Depositor,  to the extent
provided  herein,  may  conduct  the  business  of the Trust,  make and  execute
contracts, and sue and be sued.

      2. The Depositor hereby assigns,  transfers,  conveys and sets over to the
Trust the sum of $10. The Trustees hereby acknowledge  receipt of such amount in
trust from the Depositor.  Such amount shall constitute the initial trust estate
of the Trust.  The Trustees  hereby declare that they will hold the trust estate
in trust for the  Depositor.  It is the intention of the parties hereto that the
Trust created hereby  constitute a statutory  trust under Chapter 38 of Title 12
of the Delaware Code, 12 Del. C. ss. 3801, et seq. (the "Statutory  Trust Act"),
and that this document  constitute  the governing  instrument of the Trust.  The
Trustees are hereby authorized and directed to execute and file a certificate of
trust with the  Secretary  of State of the State of Delaware in such form as the
Trustees may approve.

      3. The  Depositor and the Trustees will enter into an amended and restated
Trust Agreement  satisfactory to each such party to provide for the contemplated
operation  of the Trust  created  hereby  and the  issuance  by the Trust of the
Preferred Securities and Common Securities as may be referred to therein.  Prior
to the execution and delivery of such amended and restated Trust Agreement,  (i)
the Trustees shall not have any duty or obligation  hereunder or with respect to
the trust estate of the Trust,  except as otherwise  contemplated  by this Trust
Agreement,  and (ii) the Depositor  shall take or cause to be taken on behalf of
the trust all actions as may be necessary to obtain prior to such  execution and
delivery any  licenses,  consents or  approvals  required by  applicable  law or
otherwise.  Notwithstanding  the foregoing,  the Trustees are authorized to take
all  actions,   as  instructed  by  the  Depositor,   necessary  to  effect  the
transactions contemplated herein.

      4. The Depositor,  on behalf of the Trust,  is hereby  authorized,  in its
discretion,  (i) to  prepare,  file and  execute  on behalf  of the  Trust  such
applications,  reports,  surety bonds,  irrevocable  consents,  appointments  of
attorney  for service of process and other  papers and  documents  that shall be
necessary  or  desirable  to  register  or  establish  the  exemption  from  the
registration  of the Preferred  Securities of the Trust under the  securities or
"Blue Sky" laws of such jurisdictions as the Depositor,  on behalf of the Trust,
may deem necessary or desirable; (ii) to prepare, negotiate, execute and deliver
letters or documents to, or instruments  for filing with, a

<PAGE>

depositary relating to the sale and issuance of the Preferred  Securities of the
Trust as it deems  necessary  or  desirable;  and (iii) to  negotiate,  execute,
deliver  and  perform on behalf of the Trust one or more  placement  agreements,
purchase agreements,  subscription agreements, dealer manager agreements, escrow
agreements and other similar or related agreements  providing for or relating to
the sale of the Preferred Securities of the Trust.

      In the event that any filing  referred to in this Section 4 is required by
the rules  and  regulations  of the  Securities  and  Exchange  Commission  (the
"Commission")  or any state  securities or Blue Sky laws or by any depositary to
be  executed on behalf of the Trust by the  Trustees,  the  Trustees  are hereby
authorized  and, to the extent so required,  directed to join in any such filing
and to  execute  on behalf of the Trust any and all of the  foregoing,  it being
understood that the Trustees shall not be required to join in any such filing or
execute on behalf of the Trust any such  document  unless  required by the rules
and  regulations of the Commission and any state  securities or Blue Sky laws or
by any depositary.

      5. This Trust Agreement may be executed in one or more counterparts,  each
of which shall be deemed an original but all of which together shall  constitute
one and the same instrument.

      6.  The  number  of  trustees  of the  Trust  initially  shall  be two and
thereafter  the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written  instrument signed by the Depositor,  which
may increase or decrease the number of trustees of the Trust; provided,  that to
the extent  required by the Statutory  Trust Act, one trustee of the Trust shall
either be a natural person who is a resident of the State of Delaware or, if not
a natural  person,  an entity  that has its  principal  place of business in the
State of Delaware  and  otherwise  meets the  requirements  of  applicable  law.
Subject to the foregoing, the Depositor is entitled to appoint or remove without
cause any trustee of the Trust at any time.  Any trustee of the Trust may resign
upon thirty days' prior written notice to the Depositor.

      7. The  Depositor  hereby  agrees to (i)  reimburse  the  Trustees for all
reasonable expenses (including reasonable fees and expenses of counsel and other
experts),  (ii) to the fullest extent  permitted by law,  indemnify,  defend and
hold  harmless the Trustees and any of the  officers,  directors,  employees and
agents of the Trustees (the "Indemnified  Persons") from and against all losses,
damages,  liabilities,  claims, actions,  suits, costs, expenses,  disbursements
(including the reasonable fees and expenses of counsel),  taxes and penalties of
any kind and nature whatsoever  (collectively,  "Expenses"),  to the extent that
such  Expenses  arise out of or are imposed upon or asserted at any time against
such  Indemnified  Persons  with  respect  to  the  performance  of  this  Trust
Agreement, the creation,  operation,  administration or termination of the Trust
or the transactions  contemplated hereby; provided, that the Depositor shall not
be required to indemnify any Indemnified  Person for Expenses to the extent such
Expenses  result from the willful  misconduct,  bad faith or  negligence of such
Indemnified  Person and (iii) to the fullest extent permitted by law, advance to
each such Indemnified  Person Expenses  incurred by such  Indemnified  Person in
defending  any claim,  demand,  action,  suit or  proceeding  prior to the final
disposition of such claim,  demand,  action,  suit or proceeding upon receipt by
the Depositor of an undertaking,  by or on behalf of such Indemnified Person, to
repay such amount if it shall be determined that such Indemnified  Person is not
entitled to be indemnified therefor under this Section 7. The obligations of the
Depositor  under this Section 7 shall survive the  resignation or


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<PAGE>

removal of the Trustee,  shall survive the termination,  amendment,  supplement,
and/or  restatement of this Trust  Agreement,  and shall survive the transfer by
the Depositor of any or all of its interest in the Trust.

      8. The Trust may be dissolved  and  terminated  before the issuance of the
Preferred Securities of the Trust at the election of the Depositor.

      9. This Trust  Agreement  shall be governed by, and construed and enforced
in  accordance  with,  the laws of the  State of  Delaware  (without  regard  to
conflict of laws principles).


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<PAGE>

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

                                  BLUEGREEN CORPORATION, as Depositor


                                  By:
                                         ---------------------------------------
                                  Name:
                                         ---------------------------------------
                                  Title:
                                         ---------------------------------------


                                  WILMINGTON TRUST COMPANY, as Property Trustee

                                  By:
                                         ---------------------------------------
                                  Name:
                                         ---------------------------------------
                                  Title:
                                         ---------------------------------------


                                  WILMINGTON TRUST COMPANY, as Delaware Trustee

                                  By:
                                         ---------------------------------------
                                  Name:
                                         ---------------------------------------
                                  Title:
                                         ---------------------------------------


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