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Contribution Agreement - BLUEGREEN CORP - 8-16-2000

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Contribution Agreement - BLUEGREEN CORP - 8-16-2000 Powered By Docstoc
					EXHIBIT 10.204 CONTRIBUTION AGREEMENT Made on 16th day of June, 2000

TABLE OF CONTENTS
PA -1. 2. 3. 4. 5. 6. 7. 8. 9. 10 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. Formation and Organization of Limited Liability Company......................................... Primary Purpose of Limited Liability Company.................................................... Capital Contribution of Property and Improvements by Big Cedar.................................. Additional Property, Army Corp Property......................................................... Capital Contribution by Bluegreen............................................................... Advertising Advance Loan to Big Cedar by Bluegreen.............................................. Examination of Title and Title Insurance........................................................ Survey.......................................................................................... Assignment of Contract Rights................................................................... Earnest Money Deposit........................................................................... Representations and Warranties of Big Cedar and Bluegreen....................................... Mutual Conditions to Closing...................................................................1 Bluegreen Conditions to Closing................................................................1 Big Cedar Conditions to Closing................................................................1 Termination/Default/Remedies...................................................................1 Notices........................................................................................1 Assignment.....................................................................................1 Confidentiality................................................................................1 Applicable Law.................................................................................1 Miscellaneous..................................................................................1 Closing........................................................................................1

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PA -22. 23. 24. 25. EXHIBITS No Brokers.....................................................................................1 Survival of Provisions.........................................................................1 Time is of the Essence.........................................................................1 Affiliates.....................................................................................1

TABLE OF CONTENTS
PA -1. 2. 3. 4. 5. 6. 7. 8. 9. 10 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. Formation and Organization of Limited Liability Company......................................... Primary Purpose of Limited Liability Company.................................................... Capital Contribution of Property and Improvements by Big Cedar.................................. Additional Property, Army Corp Property......................................................... Capital Contribution by Bluegreen............................................................... Advertising Advance Loan to Big Cedar by Bluegreen.............................................. Examination of Title and Title Insurance........................................................ Survey.......................................................................................... Assignment of Contract Rights................................................................... Earnest Money Deposit........................................................................... Representations and Warranties of Big Cedar and Bluegreen....................................... Mutual Conditions to Closing...................................................................1 Bluegreen Conditions to Closing................................................................1 Big Cedar Conditions to Closing................................................................1 Termination/Default/Remedies...................................................................1 Notices........................................................................................1 Assignment.....................................................................................1 Confidentiality................................................................................1 Applicable Law.................................................................................1 Miscellaneous..................................................................................1 Closing........................................................................................1

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PA -22. 23. 24. 25. EXHIBITS Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit A B C D E F G H I I-1 J K Legal Description of the Real Property LLC Certificate of Formation LLC Operating Agreement General Warranty Deed Option to Purchase Real Estate; Memorandum of Option Army Corp property description Contract Rights, Leases, Permits and Approvals Affecting the Army Corp Property Membership Interest Agreement Advertising Advance Loan Collateral Documents Supporting The Advertising Advance Loan Marketing and Promotions Agreement Amendment to Certain Restrictive Covenants of No Brokers.....................................................................................1 Survival of Provisions.........................................................................1 Time is of the Essence.........................................................................1 Affiliates.....................................................................................1

PA -22. 23. 24. 25. EXHIBITS Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit A B C D E F G H I I-1 J K Legal Description of the Real Property LLC Certificate of Formation LLC Operating Agreement General Warranty Deed Option to Purchase Real Estate; Memorandum of Option Army Corp property description Contract Rights, Leases, Permits and Approvals Affecting the Army Corp Property Membership Interest Agreement Advertising Advance Loan Collateral Documents Supporting The Advertising Advance Loan Marketing and Promotions Agreement Amendment to Certain Restrictive Covenants of Oakmont Community Improvement Association, Inc. Sales Center Property Description Big Cedar Lodge property description No Brokers.....................................................................................1 Survival of Provisions.........................................................................1 Time is of the Essence.........................................................................1 Affiliates.....................................................................................1

Exhibit L Exhibit M

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CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT ("Agreement") is made and entered into as of this 16th day of June, 2000 by and between Bluegreen Vacations Unlimited, Inc., a Florida corporation ("Bluegreen") having a principal address of 4960 Blue Lake Drive, Boca Raton, Florida, 33431 and Big Cedar, L.L.C., a Missouri limited liability company ("Big Cedar") having a principal address of 2500 East Kearney Street, Springfield, Missouri 65898. WITNESSETH WHEREAS, Bluegreen and Big Cedar propose to form, capitalize and activate a limited liability company (the "LLC") to be governed under the laws of the State of Delaware to design, develop, sell, market and operate a timeshare project contiguous to the current Big Cedar Lodge property, which Big Cedar Lodge property is located at 612 Devils Pool Road, Ridgedale, Missouri 65739 (the "Big Cedar Timeshare Project"); WHEREAS, Big Cedar owns fee simple title to certain real property situated in the City of Ridgedale, County of Taney, State of Missouri, more particularly described in Exhibit "A" attached hereto (the "Property") and Big Cedar shall, subject to the terms and conditions of this Agreement grant the Property to the LLC by warranty deed and receive therefore an allocation of a capital contribution in the LLC in the amount of Seventy Thousand and No/100 Dollars ($70,000.00) multiplied times the number of acres as shown on the Property Survey provided for in paragraph 8 hereinbelow; WHEREAS, Bluegreen shall, subject to and in accordance with the terms and conditions of this Agreement, make a capital contribution of Seventy Thousand and No/100 Dollars ($70,000.00) multiplied times the number of acres as shown on the Property Survey described in paragraph 8 hereinbelow, in cash to the LLC, (the "Initial Capital Contribution") and Bluegreen shall receive a capital contribution allocation in the LLC in such amount; WHEREAS, the purpose of this Agreement is to set forth the terms and conditions pursuant to which Bluegreen and Big Cedar shall form and make such capital contributions and other contributions to the LLC; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the mutual promises contained herein, the parties hereto agree as follows:

CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT ("Agreement") is made and entered into as of this 16th day of June, 2000 by and between Bluegreen Vacations Unlimited, Inc., a Florida corporation ("Bluegreen") having a principal address of 4960 Blue Lake Drive, Boca Raton, Florida, 33431 and Big Cedar, L.L.C., a Missouri limited liability company ("Big Cedar") having a principal address of 2500 East Kearney Street, Springfield, Missouri 65898. WITNESSETH WHEREAS, Bluegreen and Big Cedar propose to form, capitalize and activate a limited liability company (the "LLC") to be governed under the laws of the State of Delaware to design, develop, sell, market and operate a timeshare project contiguous to the current Big Cedar Lodge property, which Big Cedar Lodge property is located at 612 Devils Pool Road, Ridgedale, Missouri 65739 (the "Big Cedar Timeshare Project"); WHEREAS, Big Cedar owns fee simple title to certain real property situated in the City of Ridgedale, County of Taney, State of Missouri, more particularly described in Exhibit "A" attached hereto (the "Property") and Big Cedar shall, subject to the terms and conditions of this Agreement grant the Property to the LLC by warranty deed and receive therefore an allocation of a capital contribution in the LLC in the amount of Seventy Thousand and No/100 Dollars ($70,000.00) multiplied times the number of acres as shown on the Property Survey provided for in paragraph 8 hereinbelow; WHEREAS, Bluegreen shall, subject to and in accordance with the terms and conditions of this Agreement, make a capital contribution of Seventy Thousand and No/100 Dollars ($70,000.00) multiplied times the number of acres as shown on the Property Survey described in paragraph 8 hereinbelow, in cash to the LLC, (the "Initial Capital Contribution") and Bluegreen shall receive a capital contribution allocation in the LLC in such amount; WHEREAS, the purpose of this Agreement is to set forth the terms and conditions pursuant to which Bluegreen and Big Cedar shall form and make such capital contributions and other contributions to the LLC; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the mutual promises contained herein, the parties hereto agree as follows: 1. FORMATION AND ORGANIZATION OF LIMITED LIABILITY COMPANY. (a) This Agreement sets forth the entire agreement and understanding among the parties as to the subject matter hereof, and supercedes all prior agreements, oral or written, and all other communications between the parties relating to the subject matter hereof, including that certain Confidential Term Sheet made and entered into by the parties hereto dated as of October 1, 1999. This Agreement is for the purpose of specifying contributions, conditions, covenants and agreements of the parties in the ultimate formation and organization of a limited liability company. This Agreement may not be modified or amended, unless such amendment is set forth in writing and signed by Bluegreen and Big Cedar. 1

(b) The parties hereto will form, capitalize and activate a limited liability company (the "LLC") to design, develop, sell, market and operate the Big Cedar Timeshare Project. The Certificate of Formation of the LLC, to be accepted by the parties hereto, and to be filed in accordance with applicable law, shall take the form as attached hereto as Exhibit "B," which is incorporated herein by this reference. Such Certificate of Formation shall be filed on or before the Closing Date (as defined in paragraph 21, hereinbelow) with the proper state filing department. The rights, duties, and obligations of the parties hereto as respects their membership in the LLC will be as set forth in the LLC Operating Agreement which is attached hereto as Exhibit "C" and incorporated herein by this reference. The parties hereto agree to accept and, where appropriate, execute the foregoing Certificate of Formation and Operating Agreement on or before the Closing Date. (c) The parties' obligations hereunder are subject to the terms, conditions and covenants herein contained.

(b) The parties hereto will form, capitalize and activate a limited liability company (the "LLC") to design, develop, sell, market and operate the Big Cedar Timeshare Project. The Certificate of Formation of the LLC, to be accepted by the parties hereto, and to be filed in accordance with applicable law, shall take the form as attached hereto as Exhibit "B," which is incorporated herein by this reference. Such Certificate of Formation shall be filed on or before the Closing Date (as defined in paragraph 21, hereinbelow) with the proper state filing department. The rights, duties, and obligations of the parties hereto as respects their membership in the LLC will be as set forth in the LLC Operating Agreement which is attached hereto as Exhibit "C" and incorporated herein by this reference. The parties hereto agree to accept and, where appropriate, execute the foregoing Certificate of Formation and Operating Agreement on or before the Closing Date. (c) The parties' obligations hereunder are subject to the terms, conditions and covenants herein contained. 2. PRIMARY PURPOSE OF LIMITED LIABILITY COMPANY. The primary purpose of the LLC is to operate as the developer of the Big Cedar Timeshare Project. The Big Cedar Timeshare Project is to be a unique outdoor theme timeshare project utilizing lodges and cabins as accommodations, with the current Big Cedar Lodge serving as its prototype for architectural design, subject to the provisions of the Operating Agreement of the LLC. The Big Cedar Timeshare Project shall be developed, constructed, operated and managed on the Property and on any other land or property as may hereafter be owned by the LLC, including other land as may be sold and conveyed to the LLC by Big Cedar (the "Additional Property"). The LLC may lease, sell or otherwise transfer or dispose of the Property (or the Additional Property as may be sold and conveyed to the LLC), any improvements thereon, or any part thereof, including timeshare interests therein, and may accept instruments of indebtedness from the purchasers thereof. The LLC may engage in such other activities as are reasonably incidental to the foregoing with respect to the Big Cedar Timeshare Project, the Property, the Additional Property and any improvements thereon, including, by way of example and not limitation, the entry of loan or purchase facilities by which instruments of indebtedness from purchasers of interests, including timeshare interests, in the Property (or the Additional Property acquired by the LLC) are used as collateral for loans or are sold to acquirers thereof. 3. CAPITAL CONTRIBUTION OF PROPERTY AND IMPROVEMENTS BY BIG CEDAR. (a) Big Cedar shall, on or before Closing, convey to the LLC, by general warranty deed, fee simple title to the Property, subject to "Permitted Encumbrances" (as defined below). The Property is more particularly described on Exhibit "A" attached hereto and incorporated herein by this reference. The Property shall consist of that tract of land that is contiguous to the current Big Cedar Lodge property as is identified on Exhibit "A." The Property shall be consistent with the objectives of the Business Plan and Master Land and Development Use Plan referenced in paragraph 13, hereinbelow. The Property shall be suitable to yield four and one-half (4 1/2) timeshare units per acre. Big Cedar shall receive capital credit in the LLC of an amount equal to Seventy Thousand and No/100 Dollars ($70,000.00) multiplied times the number of acres as shown on the Property Survey described in paragraph 8 hereinbelow for grant of the Property (and contribution thereof) to the LLC. Forthrightly following transfer of the Property by Big Cedar to the LLC, Big Cedar shall, at its own cost and expense, remove any and all structures or improvements existing on the Property as are requested to be removed by the LLC. (b) The general warranty deed Big Cedar executes and delivers to the LLC shall be in the form attached hereto as Exhibit "D." Such warranty deed shall contain full warranties of title against claims of all persons whomsoever, and shall convey marketable fee simple title in the Property to the 2

LLC, free and clear of all mortgages, security deeds, other security instruments, liens, encumbrances, tenancies, and restrictions (including condemnation proceedings) of any kind and nature other than the then current state, county and city ad valorem taxes not yet due and payable, general utility easements not adversely affecting the Property or its potential for future development, and such other items as the LLC may accept as restrictions or encumbrances upon title (hereinafter "Permitted Encumbrances"). The legal description contained in the general warranty deed shall be based upon the title commitment and the Property Survey defined in paragraph 8 below. (c) All state, county and municipal ad valorem tax, if any, and all utility charges with respect to the Property for

LLC, free and clear of all mortgages, security deeds, other security instruments, liens, encumbrances, tenancies, and restrictions (including condemnation proceedings) of any kind and nature other than the then current state, county and city ad valorem taxes not yet due and payable, general utility easements not adversely affecting the Property or its potential for future development, and such other items as the LLC may accept as restrictions or encumbrances upon title (hereinafter "Permitted Encumbrances"). The legal description contained in the general warranty deed shall be based upon the title commitment and the Property Survey defined in paragraph 8 below. (c) All state, county and municipal ad valorem tax, if any, and all utility charges with respect to the Property for the year in which the transaction is consummated, and all rents, if any, will be pro-rated as of the Closing Date. If the amount of such taxes and utilities is not known at the Closing Date, proration of such taxes and utilities will be made upon the basis of the most recently ascertainable of such billings. Should the actual estimate of such taxes or utilities for the year in which the transaction is consummated be more than One Hundred and No/100 Dollars ($100.00) more or less than the amount used as a basis for such proration, Big Cedar and the LLC will make the proper adjustment promptly upon receipt by either of them of a notice or bill for such taxes or utilities, so that such proration will be accurate, based upon the actual amount of such taxes or utilities. Payment will be promptly made to Big Cedar or the LLC, whichever shall be entitled to such payment by the other party for the purpose of making such adjustment. The LLC, at the LLC's election, in its sole discretion and at its sole expense, shall have the right, in the name of Big Cedar, after the prior written consent of Big Cedar thereto, which consent will not be unreasonably withheld or denied, to contest and appeal any such tax or assessment. Any adjustment or proration to be made pursuant to this paragraph will be based upon the amount of such taxes finally determined upon any such contest or appeal if the LLC shall elect to make such a contest or appeal; provided, however, Big Cedar shall in no event be responsible for payment of a greater amount following any such contest or appeal than Big Cedar would have been required to pay had no such contest or appeal been prosecuted. (d) It is understood and agreed by the parties that the Property is a series of lots within a parcel of property. The lots are segregated and divided by streets and roads. The title insurance will not insure title to the streets and roads until such time as the streets and roads are vacated. Upon streets and roads being vacated, the title insurance policy will be amended and the property upon which the streets and roads previously existed will be conveyed to the LLC by Big Cedar and insured in the same manner as the Property is insured. It is understood and agreed that the roads may not be vacated until such time as an additional road is constructed over and across the Property. The existing roads on the Property shall constitute a Permitted Encumbrance at the time of Closing. The roads shall be conveyed by Big Cedar to the LLC subsequent to Closing, following vacation of such roads. 4. ADDITIONAL PROPERTY, ARMY CORP PROPERTY. (a) ADDITIONAL PROPERTY. Big Cedar will, at the Closing Date, grant, bargain and exchange to the LLC a recordable enforceable option to purchase the Additional Property. The option shall be granted for a term of seven (7) years commencing on the Closing Date. Such option shall take the form attached hereto as Exhibit "E," which is incorporated herein by this reference to which the description of the "Additional Property" is attached (the "Option to Purchase Real Estate"). Such option or a memorandum of such option shall be recorded in the appropriate land records at the cost and expense of the LLC. Such Additional Property shall be (i) sufficient to allow, when added to the Property, a total of three hundred (300) timeshare units with a density of four and one half (4 1/2) timeshare units per acre for the entire contemplated timeshare project, and (ii) of a metes and bounds description acceptable to Bluegreen. Use of the Additional Property for a timeshare regime as set forth herein and in the Master Land Use and Development Plan (as referenced in paragraph 12(d), below), shall be authorized by applicable planning authorities or entities otherwise exercising regulatory authority thereover, including but 3

not limited to authorities having jurisdiction to enforce the Taney County Development Guidance Code for construction of such additional timeshare units. Such Additional Property shall be contiguous to the Property unless otherwise agreed by Bluegreen. Such option on the Additional Property shall be granted to the LLC for exercise during its term one time, or on multiple occasions for portions of such Additional Property, as determined by Bluegreen, and shall provide for acquisition at the amount, per acre, of Seventy Thousand Dollars ($70,000.00) per acre, subject to adjustment equal to the annual rate of inflation as measured by the Consumer Price Index for all Urban Consumers for the immediately preceding twelve (12) month period. The option shall

not limited to authorities having jurisdiction to enforce the Taney County Development Guidance Code for construction of such additional timeshare units. Such Additional Property shall be contiguous to the Property unless otherwise agreed by Bluegreen. Such option on the Additional Property shall be granted to the LLC for exercise during its term one time, or on multiple occasions for portions of such Additional Property, as determined by Bluegreen, and shall provide for acquisition at the amount, per acre, of Seventy Thousand Dollars ($70,000.00) per acre, subject to adjustment equal to the annual rate of inflation as measured by the Consumer Price Index for all Urban Consumers for the immediately preceding twelve (12) month period. The option shall provide that any conveyances of Additional Property shall be by warranty deed and be in accordance with the terms otherwise provided herein as respects contribution of the Property, together with such additional customary and usual terms and specifications in respect to the transfer of real estate. (b) ARMY CORP OF ENGINEERS' LEASE PROPERTY. If requested by the LLC, Big Cedar shall, by enforceable limited, non-exclusive, quit claim assignment, and at no cost to Bluegreen or the LLC, assign to the LLC, the rights of Big Cedar with respect to the use of the Army Corp of Engineers' lease and easement property (approximately ten (10) acres) as described on Exhibit "F," attached hereto and incorporated herein by this reference (the "Army Corp Property"). Such Army Corp Property is located in the general vicinity of the Property, provided, however, that the transfer of such Army Corp Property shall not be subject to the assumption of any pre-existing liability, indebtedness, or obligations, except obligations set forth in the lease and easements agreements respecting the Army Corp Property, as arise after the date of the assignment to the LLC. Notwithstanding any of the foregoing, the parties hereto recognize and agree that assignment of the Army Corp Property by Big Cedar shall not occur without permission in writing from the District Engineer, Corp of Engineers. Big Cedar agrees to use its best efforts to obtain such permission when requested by the LLC. The parties agree that the obtaining of the Army Corp of Engineers' consent is a condition precedent to Bluegreen's duty to close, subject to waiver by Bluegreen. If waived, Big Cedar agrees to cooperate in all reasonable respects to obtain the Army Corp of Engineer's consent post closing. Assignment by Big Cedar of its rights regarding the Army Corp of Engineers' property shall be by limited, non-exclusive, quit claim assignment, without warranty or representation, but subject to the Army Corp of Engineers' consent. (c) The parties hereto acknowledge that certain amenities affecting the Big Cedar Lodge, including the marina area, dock area and hiking path, are located on the Army Corp Property. The enjoyment of the rights to the Army Corp Property is limited to those who are in occupancy of the Big Cedar Resort. Big Cedar agrees that, as a condition precedent to Bluegreen's obligation to close this transaction, and in accordance with paragraph 9 hereinbelow (Assignment of Contract Rights), the Army Corp of Engineers and Big Cedar shall agree that the owners and occupants of timeshare interests at the Big Cedar Timeshare Project shall be identified as bona fide overnight guests and occupants of the Big Cedar Resort and from and after the date hereof, inclusive of the dates of all times following Closing, Big Cedar shall assert no contrary position. If this condition has not occurred at the time of Closing and Bluegreen proceeds with the Closing, this condition shall be deemed waived; provided, however, that Big Cedar agrees that following Closing, it shall obtain from the Army Corp of Engineers an agreement that the Owners and occupants of timeshare units at the Big Cedar Timeshare Project shall be identified as bona fide overnight guests and occupants of the Big Cedar Resort and at all times following the Closing Big Cedar shall assert no contrary position. (i) All leases, easements, permits and approvals and any other rights or agreements with respect to the Army Corp Property are described on Exhibit "G", attached hereto and incorporated herein by this reference. 4

5. CAPITAL CONTRIBUTION BY BLUEGREEN. Bluegreen shall make the Initial Capital Contribution, in cash, to the LLC in the amount equal to Seventy Thousand and No/100 Dollars ($70,000.00) multiplied times the number of acres as shown on the Property Survey referred to in paragraph 8 hereof, less the Earnest Money set forth herein (which Earnest Money shall be contributed to the LLC on upon execution of this Agreement), or such Earnest Money shall otherwise be distributed as provided for in paragraph 15 hereinbelow or as otherwise provided for in this Agreement. The Certificate of Formation of the LLC (Exhibit "B") and the LLC Operating Agreement (Exhibit "C") shall provide for the foregoing contribution in accordance with the terms of this Contribution Agreement. Such Initial Capital Contribution shall be made pursuant to and in accordance with the cash requirements of the LLC as provided for in the Closing Business Plan referred to in paragraph 12(a) hereof; provided, however, that the total amount of the Initial Capital Contribution described hereinabove shall be

5. CAPITAL CONTRIBUTION BY BLUEGREEN. Bluegreen shall make the Initial Capital Contribution, in cash, to the LLC in the amount equal to Seventy Thousand and No/100 Dollars ($70,000.00) multiplied times the number of acres as shown on the Property Survey referred to in paragraph 8 hereof, less the Earnest Money set forth herein (which Earnest Money shall be contributed to the LLC on upon execution of this Agreement), or such Earnest Money shall otherwise be distributed as provided for in paragraph 15 hereinbelow or as otherwise provided for in this Agreement. The Certificate of Formation of the LLC (Exhibit "B") and the LLC Operating Agreement (Exhibit "C") shall provide for the foregoing contribution in accordance with the terms of this Contribution Agreement. Such Initial Capital Contribution shall be made pursuant to and in accordance with the cash requirements of the LLC as provided for in the Closing Business Plan referred to in paragraph 12(a) hereof; provided, however, that the total amount of the Initial Capital Contribution described hereinabove shall be contributed by Bluegreen no later than twelve (12) months after the Closing Date.. If such amount is not completely funded to the LLC by such date then, in accordance with the terms and conditions of the Membership Interest Agreement attached hereto as Exhibit "H" and following five (5) days written notice of such failure delivered by Big Cedar to Bluegreen, Bluegreen's interest in the LLC shall decrease and Big Cedar's interest in the LLC shall increase by one (1) percentage point or fraction thereof for every Sixty Three Thousand Three Hundred Twenty Nine and No/100 Dollar ($63,329) increment or portion thereof which Bluegreen has failed to contribute towards the total of the Initial Capital Contribution (the "LLC Member Interest Reallocation"). If as a result of the LLC Member Interest Reallocation of Bluegreen's interest in the Company results in Bluegreen's ownership interest percentage being reduced to fifty percent (50%) Big Cedar's ownership interest percentage being increased to fifty percent (50%) then the LLC Member Interest Allocation shall be adjusted to provide Bluegreen's ownership interest percentage be reduced to forty nine and nine-tenths (49.9%) and Big Cedar's ownership interest percentage be increased to fifty and one-tenth (50.1%) accordingly. Bluegreen agrees to execute documents as necessary to effectuate the Membership Interest Agreement. 6. ADVERTISING ADVANCE LOAN TO BIG CEDAR BY BLUEGREEN. (a) As a condition of Closing to the benefit of Big Cedar, Bluegreen shall make a secured Advertising Advance Loan ("Ad Loan") to Big Cedar, in the form as set forth in Exhibit "I" attached hereto. Such Ad Loan shall be supported by collateral documents in the form attached hereto as Exhibit "I-1." The Ad Loan shall bear no interest, except as otherwise specifically provided therein; (i) The sole sources of repayment of the Ad Loan by Big Cedar to Bluegreen would be (i) Distributions; and (ii) the Generation Commission. The Generation Commission shall be defined in the Marketing and Promotions Agreement. The Marketing and Promotions Agreement will be in the form attached hereto as Exhibit "J" As used herein, "Distribution" shall be as defined in the LLC Operating Agreement and shall mean cash or other property of the LLC as may be distributed by the LLC to Big Cedar from time to time. 7. EXAMINATION OF TITLE AND TITLE INSURANCE. (a) No later than ten (10) days prior to the Closing Date, Big Cedar shall obtain for and at the cost and expense of the LLC an ALTA Extended Coverage Owner's Title Insurance Commitment insuring fee simple ownership of the LLC in and to the Property and any improvements thereon, subject only to the Permitted Encumbrances. Such title insurance commitment shall be in an amount 5

sufficient at all time to insure the LLC's full insurable interest in the Property and any improvements, and in no event shall be less than Seventy Thousand and No/100 Dollars ($70,000.00) multiplied times the number of acres as shown on the approved Property Survey, and the same shall be obtained from a title insurer reasonably acceptable to Bluegreen. (b) Bluegreen and the LLC shall have until five (5) days prior to the date of Closing (and in any event at least five (5) days following delivery to Bluegreen of such title insurance commitment) to determine whether the title insurance commitment provided by Big Cedar respecting the Property is satisfactory. Prior to expiration of such time, Bluegreen shall notify Big Cedar of its acceptance of the title insurance commitment, or of defects shown

sufficient at all time to insure the LLC's full insurable interest in the Property and any improvements, and in no event shall be less than Seventy Thousand and No/100 Dollars ($70,000.00) multiplied times the number of acres as shown on the approved Property Survey, and the same shall be obtained from a title insurer reasonably acceptable to Bluegreen. (b) Bluegreen and the LLC shall have until five (5) days prior to the date of Closing (and in any event at least five (5) days following delivery to Bluegreen of such title insurance commitment) to determine whether the title insurance commitment provided by Big Cedar respecting the Property is satisfactory. Prior to expiration of such time, Bluegreen shall notify Big Cedar of its acceptance of the title insurance commitment, or of defects shown thereon not acceptable to Bluegreen, and Big Cedar shall, at its expense, cure such defects identified by Bluegreen prior to the Closing Date. Notwithstanding anything otherwise contained herein to the contrary, Bluegreen has identified to Big Cedar its requirement that the Oakmont Community Improvement Association, Inc. execute an amendment to certain restrictive covenants, a copy of which is attached hereto as Exhibit "K" (the "Amendment") and has objected to the title of the Property absent receipt of an executed, recorded copy of the Amendment. (c) The parties hereto acknowledge that as originally contemplated, the Property was to include Lot 14, Block 15, Lakeside South Subdivision, title to which is vested in Peter H. Rea and/or Darlene Weaver Rea (the "Rea Lot"). Because of potential encumbrances affecting the Rea Lot, the parties hereto agree that the Rea Lot shall be deleted from the Property initially to be conveyed to the LLC until title to the Rea Lot can be conveyed free and clear of Permitted Encumbrances. Notwithstanding such deletion, Big Cedar, agrees to indemnify and hold harmless Bluegreen and the LLC from any and all claims, demands, losses, damages, liabilities, lawsuits and other proceedings, judgments and awards, costs and expenses (including but not limited to reasonable attorney's fees) incurred by Bluegreen or the LLC, and arising directly and indirectly, in whole or in part, out of the Rea Lot or encumbrances thereon, including any deed of trust related thereto, including by way of example and not limitation, that certain Deed of Trust dated March 3, 1999, filed March 18, 1999 in Book 358, Page 5444, securing a debt in the principal sum of Four Hundred Forty Thousand and No/100 Dollars ($440,000.00). 8. SURVEY. Big Cedar shall, at its own cost and expense, obtain for the benefit of the LLC by no later than five (5) days prior to Closing, a survey of the Property ("Property Survey") and a Survey of the Additional Property (the "Additional Property Survey") certified to the LLC by a Missouri Registered Land Surveyor (collectively, the "Surveys"). The Surveys shall (a) be titled in the name of the LLC, (b) show and locate any and all improvements upon the Property and Additional Property; (c) show and locate all easements affecting the Property and Additional Property; (d) show and locate any portions of the Property and Additional Property lying and being in a flood plain, and (e) indicate to the nearest 1/10,000th of an acre the number of acres comprising the Property and Additional Property (the "Total Acreage"). The Surveys shall contain Total Acreage of developable acres in the Property, acceptable to Bluegreen, with no acreage located in a flood plain. The Surveys, as prepared by Big Cedar and accepted by Bluegreen, shall form the basis for the conveyance/contribution of the Property and Additional Property from Big Cedar to the LLC. Big Cedar shall permit the surveyor and representatives of the surveyor, Bluegreen and the LLC to enter upon the Property and Additional Property for preparation and review of the Surveys and shall otherwise reasonably cooperate with the surveyor, Bluegreen and the LLC in preparation and review of the Surveys. 9. ASSIGNMENT OF CONTRACT RIGHTS. The leases and easements respecting the Army Corp Property as referred to in paragraph 4(b) hereinabove shall, at the time requested by the LLC, be assigned to the LLC in accordance with paragraph 4 above, subject to the consent of the Army Corp of Engineers. In 6

addition, either prior to Closing or thereafter, as set forth in paragraph 4(c) above, the rights extended to occupants of Big Cedar Lodge pursuant to the Army Corp of Engineers leases and easements shall be extended to include, by definition, those in occupancy of the Big Cedar Timeshare Project. Any other contract rights, leases, permits, approvals and other rights or agreements affecting the Property and held by Big Cedar shall, as in the discretion of the LLC so determined, be assigned by Big Cedar to the LLC from time to time. In respect to such contract right, leases, permits, approvals and other rights or agreements of any nature which are to be assigned to the LLC by Big Cedar, any and all rents, profits and income therefrom accruing shall belong to the LLC.

addition, either prior to Closing or thereafter, as set forth in paragraph 4(c) above, the rights extended to occupants of Big Cedar Lodge pursuant to the Army Corp of Engineers leases and easements shall be extended to include, by definition, those in occupancy of the Big Cedar Timeshare Project. Any other contract rights, leases, permits, approvals and other rights or agreements affecting the Property and held by Big Cedar shall, as in the discretion of the LLC so determined, be assigned by Big Cedar to the LLC from time to time. In respect to such contract right, leases, permits, approvals and other rights or agreements of any nature which are to be assigned to the LLC by Big Cedar, any and all rents, profits and income therefrom accruing shall belong to the LLC. 10. EARNEST MONEY DEPOSIT. At the time of execution of this Contribution Agreement, Bluegreen shall deposit an earnest money payment in the amount of ten percent (10%) of the Initial Capital Contribution (the "Earnest Money"), which deposit shall be in an interest bearing account, opened and maintained by the Lincoln Land Title Company, Inc., acting as a title agency for Chicago Title Insurance Company, whose address is 3256 South Freemont, Springfield, Missouri 65804, telephone number (417) 889-1818, facsimile number (417) 889-2626, which deposit shall be placed in an interest bearing account opened and maintained by the title agency, as escrow agent hereunder. Such Earnest Money shall, except as otherwise provided herein, upon consummation of the transaction contemplated hereunder (including the occurrence of all conditions precedent in the absence of a written waiver thereof by the party benefiting therefrom), be delivered to the LLC as a credit against Bluegreen's Initial Capital Contribution to the LLC. 11. REPRESENTATIONS AND WARRANTIES OF BIG CEDAR AND BLUEGREEN. (a) The obligations of Bluegreen and Big Cedar to proceed with the consummation of this transaction on the Closing Date shall be subject to the representations and warranties of set forth in this Section 11(a) being true and correct on the Closing Date. Big Cedar agrees, represents and warrants to Bluegreen and the LLC that: (i) There are no obligations, agreements or liabilities, whether accrued or contingent with respect to the Property or Additional Property, except as disclosed in this Agreement. (ii) All permits, approvals, contracts, plans, specifications and drawings relating to the Property and Additional Property are owned by Big Cedar free and clear of any liens, encumbrances, and security interests, and can be conveyed to the LLC without the approval or consent of any third party, except for approval and consent of the County Commission of Taney County, Missouri, with respect to the vacation of roads within the Property and Additional Property, and except for the approval and consent with respect to the Army Corp Property. (iii) Big Cedar and its Affiliates within the past seven-(7) years have not been the object of any bankruptcy, foreclosure action, or any criminal action. (iv) Big Cedar is duly organized and validly existing under and is governed by the laws of the State of Missouri; this Agreement and all documents that are to be executed by Big Cedar or its Affiliates and delivered to Bluegreen or the LLC are or will be enforceable in accordance with their terms, duly authorized, executed and delivered by Big Cedar or its Affiliates, and do not and will not violate any provisions of any agreement or judicial order to which Big Cedar or its Affiliates are a party or to which Big Cedar or any of its Affiliates or the Property or Additional Property are subject. (v) There is no condemnation, zoning, environmental, eminent domain or other land use regulation proceedings or actions pending or threatened against the Property or the Additional Property that would detrimentally affect the use, occupancy, development or operation of the 7

Property or the Additional Property for their intended purposes or the value of the Property or the Additional Property, nor is there any special assessment proceedings affecting the Property or the Additional Property, excepting, however, special assessments of Oakmont Community Improvement Association, Inc. affecting the Property or Additional Property. To the extent required for the normal and intended use and development of the Property as contemplated hereunder, and all documents otherwise to be executed by Big Cedar or its Affiliates in accordance with the terms hereof, Big Cedar has obtained all licenses, permits, easements and rights-of-way

Property or the Additional Property for their intended purposes or the value of the Property or the Additional Property, nor is there any special assessment proceedings affecting the Property or the Additional Property, excepting, however, special assessments of Oakmont Community Improvement Association, Inc. affecting the Property or Additional Property. To the extent required for the normal and intended use and development of the Property as contemplated hereunder, and all documents otherwise to be executed by Big Cedar or its Affiliates in accordance with the terms hereof, Big Cedar has obtained all licenses, permits, easements and rights-of-way required by all governmental authorities having jurisdiction over the Property or the Additional Property or by private parties for the normal use, occupancy and operation of the Property or the Additional Property and to ensure free and unrestricted vehicle and pedestrian ingress to and egress from the Property and the Additional Property. The parties acknowledge that with respect to the roads located on the Property that are maintained by Taney County, Missouri, Big Cedar shall use its best efforts to obtain consent to vacating such roads following Closing. (vi) There are no leases on or affecting the Property or the Additional Property, and the Army Corp of Engineers Property is subject only to a validly existing and enforceable lease and easement agreements held by Big Cedar pursuant to which Big Cedar is the lawful lessee or grantee. (vii) There is no existing or threatened legal action or administrative proceeding of any kind involving the Property or the Additional Property or its development, except administrative proceedings dealing with vacation of roads by the County Commission of Taney County, Missouri, which action will be instituted and diligently proceeded upon by Big Cedar with the objective of vacating of the roads. (viii) There are no service contracts that are in force or pertain to the Property or the Additional Property. (ix) Big Cedar has no employees engaged in the operation, maintenance or repair of the Property or the Additional Property who have any agreements which would bind Bluegreen, the LLC or the Property or the Additional Property. (x) There are no material or physical defects in the Property or the Additional Property which would adversely affect the development, design, construction or operation of the Property and the Additional Property, subject to the provisions otherwise herein contained in its contemplated use as a timeshare resort pursuant to the Master Land Use and Development Plan contemplated in paragraph 12(d) hereof. (xi) The intended use and operation of the Property or the Additional Property in accordance with the Certificate of Formation, the LLC Operating Agreement and the terms hereof, is in full compliance with all applicable environmental, zoning and land use laws, and other applicable local, state and federal laws and regulations, including without limitation, any such codes, laws or regulations that are adopted but not yet applicable or enforceable. (xii) There are no facts or circumstances that would prevent the LLC from operating the Property or the Additional Property for their intended purpose as set forth hereinabove or which would adversely affect the value of the Property or the Additional Property. (xiii) The Property or the Additional Property are not in violation of any federal, state, local or administrative agency, ordinance, law, rule, regulation, order or requirement relating to environmental conditions or Hazardous Material, as such term is defined below ("Environmental 8

Laws"). Neither Big Cedar, nor to the best of Big Cedar's knowledge, any third party, has used, manufactured, generated, treated, stored, disposed of or released any Hazardous Material on, under, or about the Property and the Additional Property or transported any Hazardous Material over the Property or the Additional Property. Neither Big Cedar nor to the best of Big Cedar's knowledge, any third party, has installed, used or removed any storage tank on, from or in connection with the Property and the Additional Property and there are no storage tanks or wells (whether existing or abandoned) located on, under or about the Property or the Additional Property. The Property or the Additional Property does not contain any building materials that contain Hazardous Material. For purposes hereof "Hazardous Material" shall mean any substance, chemical, waste, or other material

Laws"). Neither Big Cedar, nor to the best of Big Cedar's knowledge, any third party, has used, manufactured, generated, treated, stored, disposed of or released any Hazardous Material on, under, or about the Property and the Additional Property or transported any Hazardous Material over the Property or the Additional Property. Neither Big Cedar nor to the best of Big Cedar's knowledge, any third party, has installed, used or removed any storage tank on, from or in connection with the Property and the Additional Property and there are no storage tanks or wells (whether existing or abandoned) located on, under or about the Property or the Additional Property. The Property or the Additional Property does not contain any building materials that contain Hazardous Material. For purposes hereof "Hazardous Material" shall mean any substance, chemical, waste, or other material which is listed, defined or otherwise identified as "hazardous" or "toxic" under any federal, state, local or administrative agency, ordinance, or law. (xiv) Big Cedar presently has good and marketable fee simple title to the Property and the Additional Property, free and clear of any encumbrances, including deeds of trust thereon, except for Permitted Encumbrances. (xv) The Property and the Additional Property will be in substantially the same condition on the Closing Date (or any future closing date as affects the Additional Property) as on the date hereof. (xvi) There are no pending rezoning ordinances relative to the Property or the Additional Property. (xvii) No party is in possession of the Property or the Additional Property or any portion thereof, whether as a lessee or tenant at sufferance, other than Big Cedar. (xviii) No part of the Property or the Additional Property has been used for or as a landfill or toxic waste site. (xix) There is no option to purchase, right of first refusal to purchase or agreement for the sale and purchase of the Property or the Additional Property or any portion thereof to any person or entity, except as provided in this Agreement. (xx) No consent or approval of any person or entity is required in order for this Agreement to be legal, valid and binding upon Big Cedar, except the consent and approval of Fleet Retail Finance, Inc., FINOVA Capital Corporation, the Army Corp of Engineers (as respects assignment of the lease and easement agreements pertaining to the Army Corp Property), Oakmont Community Improvement Association, Inc. (as respects rezoning, replatting and the Amendment) and the County Commission of Taney County, Missouri (as respects vacating of the roads) (the obtaining of such foregoing consents except that consent from the County Commission of Taney County, Missouri regarding vacating of the roads, being mutual conditions precedent to the obligations of the parties hereunder to close) (the "Required Consents"). (xxi) The existing sewage system at Big Cedar Lodge has sufficient capacity (and is properly licensed, permitted and operational) to allow the additional hook-up by the LLC of up to one hundred (100) timeshare units (as contemplated pursuant to the Master Land Use and Development Plan) and such sewage system, and all lines and apparatus thereof, together with the property on which such sewer system and lines exist are owned by Big Cedar, and 9

the same are free and clear of any encumbrances or liens, including any deeds of trust thereon, excepting that certain deed of trust of FINOVA Capital Corporation, which will be subject to a non-disturbance agreement to the benefit of Bluegreen. If such facilities and/or property are subsequently encumbered, such encumbrance shall be subject and subordinate to the rights of the LLC and the Big Cedar Timeshare Project and owners and mortgagees therein. (xxii) All utility services (including water and utility services) are to be provided to the Big Cedar Timeshare Project over, across or on the Big Cedar Lodge Property and such services are free and clear of any encumbrances or liens, including any deeds of trust thereon, and the same are located on property owned by Big Cedar, free and clear of any encumbrances thereon, including any deeds of trust, excepting that certain deed of trust of FINOVA Capital Corporation (which is to be subject to a non-disturbance agreement satisfactory to Bluegreen). If such facilities and or property are subsequently encumbered, such encumbrance shall be subject

the same are free and clear of any encumbrances or liens, including any deeds of trust thereon, excepting that certain deed of trust of FINOVA Capital Corporation, which will be subject to a non-disturbance agreement to the benefit of Bluegreen. If such facilities and/or property are subsequently encumbered, such encumbrance shall be subject and subordinate to the rights of the LLC and the Big Cedar Timeshare Project and owners and mortgagees therein. (xxii) All utility services (including water and utility services) are to be provided to the Big Cedar Timeshare Project over, across or on the Big Cedar Lodge Property and such services are free and clear of any encumbrances or liens, including any deeds of trust thereon, and the same are located on property owned by Big Cedar, free and clear of any encumbrances thereon, including any deeds of trust, excepting that certain deed of trust of FINOVA Capital Corporation (which is to be subject to a non-disturbance agreement satisfactory to Bluegreen). If such facilities and or property are subsequently encumbered, such encumbrance shall be subject and subordinate to the rights of the LLC and the Big Cedar Timeshare Project and owners and mortgagees therein. (b) Big Cedar agrees to indemnify Bluegreen and the LLC and hold Bluegreen and the LLC harmless from and against any and all claims, demands, losses, damages, liabilities, lawsuits and other proceedings, judgments and awards, and costs and expenses (including, but not limited to, reasonable attorney's fees) arising directly or indirectly, in whole or in part, out of any breach by Big Cedar of any of its representations or warranties herein; provided such indemnity shall be limited as provided in paragraph 15 below if Closing does not occur. (c) The obligation of Big Cedar to proceed with the consummation of this transaction on the Closing Date shall be subject to the representations and warranties set forth in this Section 11(b) being true and correct on the Closing Date. Bluegreen agrees, represents and warrants to Big Cedar and the LLC that: (i) Bluegreen is duly organized and validly existing as governed by the laws of the State of Florida; (ii) This Agreement and all documents that are to be executed by Bluegreen and delivered to Big Cedar or the LLC are or will be duly authorized, executed and delivered by Bluegreen and do not and will not violate any provision of any agreement or judicial order to which Bluegreen is a party or to which Bluegreen is subject. (iii) There is no existing or threatened legal action or administrative proceedings of any kind involving Bluegreen that would impede Bluegreen's ability to perform its obligations under this Agreement; (iv) No consent or approval of any person or entity is required in order for this Agreement to be legal, valid and binding upon Bluegreen other than the consent and approval of the Bluegreen Board of Directors, which is a condition precedent to this Agreement, as set forth in paragraph 13(a) (v) Bluegreen and its Affiliates, within the past seven (7) years, have not been the object of any bankruptcy, foreclosure action or criminal action; (d) Bluegreen agrees to indemnify Big Cedar and the LLC and hold Big Cedar and the LLC harmless from and against any and all claims, demands, losses, damages, liabilities, law suits and other proceedings, judgments and awards, and costs and expenses (including but not limited to reasonable attorney's fees) arising directly or indirectly, in whole or in part, 10

out of any breach by Bluegreen of any of its representations or warranties herein; provided such indemnity shall be limited as provided in paragraph 15 below if Closing does not occur. 12. MUTUAL CONDITIONS TO CLOSING. Notwithstanding any other provisions contained herein to the contrary, the obligations of Bluegreen and Big Cedar to perform as stated hereunder, or otherwise proceed with the consummation of this transaction on the Closing Date, shall be subject to the occurrence of the following conditions at or before the earlier of the date specified or the Closing Date, which conditions shall be to the mutual benefit of Bluegreen and Big Cedar, and if such conditions do not occur, then either Big Cedar or Bluegreen shall be entitled to terminate this Agreement, and the Earnest Money deposited shall thereafter be

out of any breach by Bluegreen of any of its representations or warranties herein; provided such indemnity shall be limited as provided in paragraph 15 below if Closing does not occur. 12. MUTUAL CONDITIONS TO CLOSING. Notwithstanding any other provisions contained herein to the contrary, the obligations of Bluegreen and Big Cedar to perform as stated hereunder, or otherwise proceed with the consummation of this transaction on the Closing Date, shall be subject to the occurrence of the following conditions at or before the earlier of the date specified or the Closing Date, which conditions shall be to the mutual benefit of Bluegreen and Big Cedar, and if such conditions do not occur, then either Big Cedar or Bluegreen shall be entitled to terminate this Agreement, and the Earnest Money deposited shall thereafter be returned to Bluegreen. (a) BUSINESS PLAN. Bluegreen and Big Cedar shall develop a closing business plan (the "Closing Business Plan"), which shall forecast the life of the Big Cedar Timeshare Project business which shall be defined as hereinafter set forth and shall be completed no later than March 31, 2000. It is agreed that the Closing Business Plan shall be solely a projection, without representation or warranty, express or implied. The Closing Business Plan shall be prepared by Bluegreen and shall contain projections and budgets with respect to revenues, operating expenses, operating cash flows, capital expenses, financing, market priorities and necessary funding. The Closing Business Plan shall identify proposed sources for funding. Bluegreen shall submit the Closing Business Plan as soon as reasonably possible after completion thereof, to Big Cedar. The parties agree to reasonably cooperate to finalize the Closing Business Plan and use commercially reasonable efforts to cause the LLC to conduct its operations in accordance therewith. After Closing, a rolling three (3) year plan shall be prepared annually by Bluegreen (the "Business Plan"), and the Business Plan shall not constitute an amendment of this Agreement. (b) CONSTRUCTION AND MARKETING FINANCE. The LLC, through the efforts of Bluegreen, shall have an executed commitment or term sheet proposal for the use and benefit of the LLC, received from a commercial bank or other lender financier acceptable to Bluegreen, on behalf of the LLC, which commitment or term sheet proposal provides for funding to design, develop, construct and market Phase One of the Big Cedar Timeshare Project (which, for purposes hereof, shall be defined as construction of two hundred two (202) timeshare units being fifty two (52) chalet unit and one hundred fifty (150) villa units, and the infrastructure, including utility services, parking and landscape servicing the same); provided, neither Bluegreen nor Big Cedar shall be required to guarantee the funds to be advanced pursuant to such commitment or term sheet proposal, except as they may mutually agree. Bluegreen, on behalf of the LLC shall be authorized to pledge the assets of the LLC, but not any membership interest of Big Cedar or Bluegreen therein, to secure the funds to be advanced pursuant to such commitment or term sheet proposal. The parties agree to subordinate their distributions from the LLC to the lender financing described herein. (c) FORM OF DOCUMENTS. All agreements, instruments and documents referenced or mentioned in this Agreement as are incident to any contemplated transaction hereunder shall be satisfactory in form and substance to Bluegreen, Bluegreen's counsel, Big Cedar and Big Cedar's counsel and the same shall be executed and delivered on or before the Closing Date. Such documents shall include by way of example and not limitation, the Operating Agreement, the Marketing and Promotions Agreement, the Operational Services and Integration Agreement, the Servicing Agreement, the Project Administration Agreement, the Member Interest Agreement, the Certificate of Formation, the Ad Loan Agreement, the Option to Purchase Property, the Amendment, License and Concession Agreement, Mailing List Agreements, Trademark License Agreements, Advertising Space Receipt and Confirmation Agreement, Website Hyperlink License Agreements, Commercial Leases, Utilities, Sewer and Water Service Easement Agreement and Hotel Facilities Use Easements/Agreements. 11

(d) MASTER LAND USE AND DEVELOPMENT PLAN. Big Cedar and Bluegreen shall agree on a Master Land Use and Development Plan for the Big Cedar Timeshare Project, the Property, the Additional Property and the Army Corp Property, as subject to the option referred to in paragraph 4(a), hereinabove, and the Army Corp Property, as referred to in paragraph 4(b) hereinabove. The Master Land Use and Development Plan shall be initially prepared by Bluegreen, at the expense of the LLC, and shall identify (1) the systems necessary to provide and furnish utilities to the Big Cedar Timeshare Project and the identities of the utility providers; (2) the architectural design and product quality of the Big Cedar Timeshare Project which

(d) MASTER LAND USE AND DEVELOPMENT PLAN. Big Cedar and Bluegreen shall agree on a Master Land Use and Development Plan for the Big Cedar Timeshare Project, the Property, the Additional Property and the Army Corp Property, as subject to the option referred to in paragraph 4(a), hereinabove, and the Army Corp Property, as referred to in paragraph 4(b) hereinabove. The Master Land Use and Development Plan shall be initially prepared by Bluegreen, at the expense of the LLC, and shall identify (1) the systems necessary to provide and furnish utilities to the Big Cedar Timeshare Project and the identities of the utility providers; (2) the architectural design and product quality of the Big Cedar Timeshare Project which shall be consistent with and complimentary to the architectural and product quality of the Big Cedar Lodge facilities (and approval of the Master Land Use and Development Plan by Big Cedar and Bluegreen shall be deemed approval of the architectural design and product quality, as designed, although not as built); and (3) development on the Property in accordance with the following: (i) The acreage attached as Exhibit "A" and to be shown on the Property Survey to be indicated as the Property contributed by Big Cedar; (ii) The Additional Property subject to the Option to Purchase Real Estate agreement as further provided for in paragraph 4(a); (iii) The Army Corp Property as may be assigned by Big Cedar to the LLC as identified in paragraph 4(b); (iv) At least three hundred (300) timeshare units with a density no greater than 4.5 units per acre for the entire contemplated Big Cedar Timeshare Project on the Property and Additional Property. The Master Land Use and Development Plan shall either be authorized by applicable planning authorities or entities otherwise exercising regulatory authority in respect to the Property and the Additional Property, including but not limited to authorities having jurisdiction to enforce the Taney County Development Guidance Code for construction prior to the Closing Date, or the same shall have been submitted to the applicable planning authorities or entities, as aforesaid, and Bluegreen and Big Cedar shall be satisfied that a resulting approval is foreseeable. (v) Free and unrestricted vehicular and pedestrian ingress to and egress from the Property to public roads and thoroughfares. (vi) The Sales Center Property as described on Exhibit "L" (the "Sales Center Property") (referred to in paragraph 13(i)) and the Cabin Fever House Facility (the "Cabin Fever House Facility) (referred to in paragraph 13(i)) is leased to the LLC and Bluegreen for the purpose of sales and marketing of the Big Cedar Timeshare Project and the Bluegreen Timeshare Facilities, in accordance with the lease specified in paragraph 13(i) below and Big Cedar grants by easement uninterrupted access thereto to the benefit of the LLC, Bluegreen, and their respective agents, employees and representatives and timeshare prospects (provided that such Sales Center Property, the Cabin Fever House Facility and sales and marketing therefrom are not to be used for the purposes of sales and marketing of any Bluegreen Timeshare Facilities located within one hundred (100) miles of the Big Cedar Timeshare Project. (e) LOAN TO BIG CEDAR (SENIOR DEBT). At Closing, a loan in the principal amount of approximately Forty Million and No/100 Dollars ($40,000,00.00) will be made to Big Cedar by FINOVA Capital Corporation, the key terms for such loan being: (i) Forty Million and No/100 Dollars ($40,000,000.00) shall be the principal amount of the loan; 12

(ii) Such loan shall be a secured, recourse senior debt ("Senior Debt"); (iii) Such loan shall be secured by first priority lien on Big Cedar Lodge land (a copy of which property description is attached hereto as Exhibit "M," incorporated herein by this reference), lodge improvements, and (i) fixtures, equipment, furnishings, (ii) property as may be subject to a UCC financing lien; and (iii) related service and management contracts. (iv) Such loan shall be evidenced by a negotiable promissory note. Such Senior Debt, if requested by Bluegreen,

(ii) Such loan shall be a secured, recourse senior debt ("Senior Debt"); (iii) Such loan shall be secured by first priority lien on Big Cedar Lodge land (a copy of which property description is attached hereto as Exhibit "M," incorporated herein by this reference), lodge improvements, and (i) fixtures, equipment, furnishings, (ii) property as may be subject to a UCC financing lien; and (iii) related service and management contracts. (iv) Such loan shall be evidenced by a negotiable promissory note. Such Senior Debt, if requested by Bluegreen, shall contain a right of Bluegreen to receive notice of default of such Senior Debt at any time notice of default is delivered to Big Cedar thereunder. (v) The Senior Debt, and the documents evidencing such Senior Debt, shall include therein an agreement of the lender and Big Cedar not to disturb the rights of the LLC and Bluegreen under and pursuant to the Marketing and Promotions Agreement, and rights to use and enjoy the sewer treatment facilities or related utilities, recreational amenities and facilities, or other utility services such that the LLC and Bluegreen, despite ownership of the Big Cedar Lodge by Big Cedar or any foreclosure, deed in lieu of foreclosure or other action taken pursuant to the terms of the Senior Debt by which the lender thereunder comes into possession of the Big Cedar Lodge, shall continue to enjoy and be entitled to the rights and privileges as provided for in such Marketing and Promotions Agreement, and shall continue to have rights to use and enjoy, for the benefit of the Big Cedar Timeshare Project, the sewer, water, utility, recreational amenities and facilities, and necessary services as well as the benefits provided under the Marketing and Promotions Agreement. Such non-disturbance agreement shall be acceptable to Bluegreen, the LLC, and the lender of the Senior Debt, and the documentation respecting such Senior Debt shall, if requested by the LLC or Bluegreen, provide for subordination of such Senior Debt to the rights and privileges of Bluegreen and the LLC hereinabove referenced, including access rights over, across and upon the Big Cedar Lodge to provide for such rights and privileges. Such non-disturbance and subordination shall be agreed to and granted by Big Cedar at Closing. The foregoing rights of use and enjoyment shall be established by an easement or non-disturbance agreement acceptable to Bluegreen, Big Cedar, the LLC and the lender of the Senior Debt. (f) The consent and approval of Fleet Retail Finance, Inc., FINOVA Capital Corporation, the Army Corp of Engineers (as respects assignment of the lease and easement agreements pertaining to the Army Corp Property) and Oakmont Community Improvement Association, Inc. (as respects rezoning, replatting and the Amendment) (the "Required Consents"). 13. BLUEGREEN CONDITIONS TO CLOSING. In addition to the mutual conditions set forth hereinabove, the consummation of this transaction on the Closing Date shall be subject to the occurrence of the following conditions at or before the Closing Date, which conditions shall be to the benefit of Bluegreen: (a) Consent of the Bluegreen Board of Directors which shall be obtained at or prior to the Closing Date. (b) No notice shall be given that any proceeding by any governmental authority or other agency having powers of condemnation concerning the Property, the Additional Property or the Army Corp Property or any portion thereof has been filed or commenced; (c) The Property, Additional Property or Army Corp Property or any portion thereof shall not be substantially damaged or destroyed by earthquake, erosion, flooding, or by force of nature or act of God after the date hereof; 13

(d) Big Cedar shall deliver to the LLC on the Closing Date the general warranty deed for the Property and the Option to Purchase Real Estate agreement as to the Additional Property and has otherwise delivered the documents agreed to be delivered hereunder by the dates provided therefor; (e) A reputable title company, as selected by Bluegreen, shall issue a title insurance binder or commitment to the LLC insuring fee simple title to the Property in favor of the LLC without exception, subject to Permitted Encumbrances;

(d) Big Cedar shall deliver to the LLC on the Closing Date the general warranty deed for the Property and the Option to Purchase Real Estate agreement as to the Additional Property and has otherwise delivered the documents agreed to be delivered hereunder by the dates provided therefor; (e) A reputable title company, as selected by Bluegreen, shall issue a title insurance binder or commitment to the LLC insuring fee simple title to the Property in favor of the LLC without exception, subject to Permitted Encumbrances; (f) Big Cedar shall deliver to Bluegreen on the Closing Date an affidavit stating there are no outstanding indebtedness, security agreements, financing statements, or title retention contracts concerning any improvements, equipment, appliances, or other fixtures attached to the Property and Additional Property; that there are no unpaid or unsatisfied mortgages, security deeds, liens or other encumbrances, except for liens or encumbrances that may arise upon failure to pay special assessments due to the Oakmont Community Improvement Association, Inc. and that there are no disputes concerning the location or the lines and corners of the Property and Additional Property; that there are no pending suits, proceedings, judgments, bankruptcies, liens or executions against or affecting Big Cedar in either the county in which the Property and Additional Property is located or any other county in the State of Missouri which would materially affect insurability of title to the Property and the Additional Property; that there are no outstanding bills incurred for labor and materials used in making any improvements or repairs to the Property and Additional Property or for the services of architects, surveyors or engineers incurred in connection therewith which have not been paid or otherwise provided for in a manner satisfactory to Bluegreen. (g) Consent by the holder of any mortgage or a deed of trust encumbering the Big Cedar Lodge to a subordination of the rights therein to easement rights to the benefit of the LLC and Bluegreen for sewer, water, necessary services and privileges over, through and across the Big Cedar Lodge Property, which consent shall be obtained from any mortgagee or holder of a deed of trust therein, including FINOVA Capital Corporation. (h) The sewer facilities, water facilities and property on which the same may be located, shall be free and clear of any encumbrances, including deeds of trust, excepting that deed of trust referenced in Subparagraph (g), above, and Big Cedar shall grant, for the benefit of the LLC and the Big Cedar Timeshare Project, including the owners and mortgagees therein, an easement over, across and in the Big Cedar Lodge Property to allow for the uninterrupted use by the Big Cedar Timeshare Project and the owners, mortgagees and occupants therein of sewage and water service (and the same shall be subject to the subordination and easement rights provided for in subparagraph (g) above. (i) The Sales Center Property and the Cabin Fever House Facility shall be available for use by the LLC and Bluegreen, pursuant to an enforceable lease thereof from Big Cedar to the LLC and Bluegreen, for sales and marketing of the Big Cedar Timeshare Project and Bluegreen Timeshare Facilities. The Sales Center Property and the Cabin Fever House Facility shall be leased by Big Cedar to the LLC and Bluegreen at a rental rate of One and No/100 Dollars ($1.00) per year for a term of the lesser of ten (10) years or until such time as ninety percent (90%) of the timeshare interest of the Big Cedar Timeshare Project have been conveyed to purchasers thereof (inclusive of all phases). The terms of the lease shall otherwise be acceptable to Bluegreen. The Sales Center Property shall be erected at the expense of the LLC and shall be consistent with the architectural design existing at the Big Cedar Lodge. The lease for the Sales Center Property shall provide that upon termination thereof, the sales center facility erected thereon shall revert to and belong to Big Cedar. The lease shall provide for uninterrupted use during the term thereof of such property by the LLC and Bluegreen, 14

(j) The Property shall be properly rezoned and platted to allow for construction of the improvements in accordance with the Master Land Use and Development Plan, and all required governmental approvals and approvals of the Board of Directors of the Oakmont Community Improvement Association shall be obtained to allow for construction of improvements in accordance with the Master Land Use and Development Plan, except for approvals of the County Commissioner of Taney County, Missouri for vacating of roads located within the Property, which approval shall be sought by Big Cedar following Closing, and which approval shall be diligently sought by Big Cedar;

(j) The Property shall be properly rezoned and platted to allow for construction of the improvements in accordance with the Master Land Use and Development Plan, and all required governmental approvals and approvals of the Board of Directors of the Oakmont Community Improvement Association shall be obtained to allow for construction of improvements in accordance with the Master Land Use and Development Plan, except for approvals of the County Commissioner of Taney County, Missouri for vacating of roads located within the Property, which approval shall be sought by Big Cedar following Closing, and which approval shall be diligently sought by Big Cedar; (k) Bluegreen shall have found title to the Property and Additional Property acceptable, or Big Cedar shall have cured any defects in title as set forth in paragraph 7(a); (l) No circumstances or facts shall exist or occur prior to the Closing Date which materially and adversely affect Big Cedar, Bass Pro or their Affiliates. (m) Big Cedar shall grant for the benefit of the LLC, the Big Cedar Timeshare Project (including the owners, mortgagees and occupants thereof) an easement over all roadways and paved areas existing on the property of the Big Cedar Lodge for the purposes of ingress, egress, and travel thereupon, for purposes of sales, marketing, access from and to the sales office facility, and the amenities and services existing and for the purposes of the use and enjoyment of the pool, tennis courts, miniature golf, fitness center and marina facilities existing on the Big Cedar Lodge property (on the same basis as Big Cedar Lodge occupants use such facilities, except as respects Frequent Guests Club and Reward Club members) and any deeds of trust on the Big Cedar Lodge property shall be subordinate to such easements; (n) Big Cedar shall grant for the benefit of the LLC, and the Big Cedar Timeshare Project an easement over, across and upon the property of the Big Cedar Lodge for the location, placement and maintenance of directional identification signs and markers relating to the Big Cedar Timeshare Project, and any deed of trust on the Big Cedar Lodge shall be subordinate to such easement; (o) An opinion of counsel on behalf of Big Cedar and Bass Pro, Inc. for the benefit of Bluegreen regarding the enforceability and binding nature as against Big Cedar and Bass Pro of the agreements, easements, assignments, leases, licenses and related documents herein provided for as executed by Big Cedar and Bass Pro, including an opinion of counsel for Big Cedar that, to the best of counsel's knowledge, the Property may be used and developed in accordance with the Master Land Use and Development Plan; and (p) Big Cedar shall perform all agreements in all material respects to the extent that such agreements are required to be performed by Big Cedar as of the Closing Date. 14. BIG CEDAR CONDITIONS TO CLOSING. In addition to the mutual conditions set forth hereinabove, the consummation of this transaction on the Closing Date shall be subject to the occurrence of the following condition at or before the Closing Date, which conditions shall be to the benefit of Big Cedar: (a) No circumstances of fact exist or occur prior to the Closing Date which materially and adversely affect Bluegreen or its Affiliates. (b) At Closing, Bluegreen shall make the Ad Loan to Big Cedar, the key terms of which are as provided for in paragraph 6 hereinabove. 15

(c) At Closing, Bluegreen will deliver the Membership Interest Agreement, attached hereto as Exhibit "H". (d) An opinion of counsel on behalf of Bluegreen and Bluegreen Corporation for the benefit of Big Cedar regarding the enforceability and binding nature of the agreements executed by Bluegreen. (e) Bluegreen shall perform all agreements in all material respects to the extent that such agreements are required to be performed by Bluegreen as of the Closing Date.

(c) At Closing, Bluegreen will deliver the Membership Interest Agreement, attached hereto as Exhibit "H". (d) An opinion of counsel on behalf of Bluegreen and Bluegreen Corporation for the benefit of Big Cedar regarding the enforceability and binding nature of the agreements executed by Bluegreen. (e) Bluegreen shall perform all agreements in all material respects to the extent that such agreements are required to be performed by Bluegreen as of the Closing Date. 15. TERMINATION/DEFAULT/REMEDIES. (a) In the event that the Closing does not occur on the Closing Date as a result of the failure of the mutual conditions set forth in paragraph 12, and such failure of mutual conditions are not waived in writing by both Big Cedar and Bluegreen, then, in that event, the Earnest Money shall be immediately distributed to Bluegreen, and neither Big Cedar nor Bluegreen shall have any further obligations whatsoever with respect to this Agreement or any related agreements or the transaction contemplated hereby and this Agreement shall be deemed terminated. (b) In the event that Closing does not occur on the Closing Date as a result of failure of any condition to Closing set forth in paragraphs 13 and 14, and the failure of any such conditions to Closing are not waived in writing by the party that would benefit from such conditions to Closing, then, in that event, the Earnest Money shall be immediately distributed to Bluegreen, and neither Big Cedar nor Bluegreen shall have any further obligation whatsoever with respect to this Agreement or any related agreements or the transactions contemplated hereby. Notwithstanding the foregoing, if Closing does not occur because of a breach of a representation and warranty that is also a condition then, the provisions of paragraphs 15(c) and 15(d) shall apply. (c) In the event that Closing does not occur on the Closing Date as a result of a breach of the representations and warranties contained in paragraph 11(c) hereof by Bluegreen, then the Earnest Money shall be payable to Big Cedar as fixed and full liquidated damages. Bluegreen shall not have any further liability hereunder for Closing not occurring as a result of breach of its representations and warranties. Big Cedar shall have no further rights or remedies hereunder either at law or in equity, if Closing does not occur as a result of Bluegreen's breach of its representations or warranties. Big Cedar hereby specifically and expressly waives any right of specific performance against the LLC or Bluegreen. Big Cedar, LLC and Bluegreen acknowledge and agree that Big Cedar's actual damage for breach hereof by the LLC or by Bluegreen, as above stated, would be impossible to accurately estimate or calculate, but that the sum herein stipulated is a reasonable amount and, as a result thereof, any retention of liquidated damages hereunder shall not constitute nor be deemed to constitute a penalty. (d) In the event the Closing does not occur on the Closing Date as a result of a breach of the representations and warranties contained in paragraph 11(a) hereof by Big Cedar, then the Earnest Money shall be payable to Bluegreen and Big Cedar shall additionally be liable to and pay Bluegreen Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00) as fixed and full liquidated damages. Big Cedar shall not have further liability in the event the Closing does not occur on the Closing Date as a result of its breach of the representations and warranties contained in paragraph 11(a). Bluegreen shall have no further rights and remedies hereunder at law or in equity if Closing 16

does not occur as a result of Big Cedar's breach of its representations or warranties. Bluegreen hereby specifically and expressly waives any right of specific performance against the LLC or Big Cedar. Big Cedar, the LLC and Bluegreen acknowledge and agree that Bluegreen's actual damages for breach hereof by Big Cedar will be impossible to accurately estimate or calculate, but that the sum herein stipulated is a reasonable amount, and as a result thereof, any payment of liquidated damages hereunder shall not constitute and be deemed to constitute a penalty. 16. NOTICES. All notices required or permitted by the terms hereof shall be given by hand delivery or by sent and paid Federal Express or other overnight delivery, at the following addresses or at such other addresses as either party hereto shall, in writing, advise the other:
If to Bluegreen: 4960 Blue Lake Drive

does not occur as a result of Big Cedar's breach of its representations or warranties. Bluegreen hereby specifically and expressly waives any right of specific performance against the LLC or Big Cedar. Big Cedar, the LLC and Bluegreen acknowledge and agree that Bluegreen's actual damages for breach hereof by Big Cedar will be impossible to accurately estimate or calculate, but that the sum herein stipulated is a reasonable amount, and as a result thereof, any payment of liquidated damages hereunder shall not constitute and be deemed to constitute a penalty. 16. NOTICES. All notices required or permitted by the terms hereof shall be given by hand delivery or by sent and paid Federal Express or other overnight delivery, at the following addresses or at such other addresses as either party hereto shall, in writing, advise the other:
If to Bluegreen: 4960 Blue Lake Drive Boca Raton, Florida 33431 Attention: Pat Rondeau James J. Scavo, Esq. Weinstock & Scavo, P.C. 3405 Piedmont Road, N.E., Suite 300 Atlanta, Georgia 30305 e-mail address: JSCAVO@WSLAW.NET

With a copy to:

(Delivery hereto, however, shall not be deemed notice to Bluegreen).
If to Big Cedar: 2500 East Kearney Street Springfield, Missouri 65898 Attn: Toni Miller J. Christopher Greene, Esq. Greene & Curtis, L.L.P., 1340 East Woodhurst, Springfield, Missouri 65804 e-mail address: GANDCLAW@AOL.COM

With a copy to:

(Delivery hereto, however, shall not be deemed notice to Big Cedar). All notices shall be deemed given at the time of hand delivery or the time such is deposited with Federal Express or other reputable overnight delivery for transmittal as aforesaid; provided, however, that the time at which response or action in response to any notice must be given or taken shall run from the time of actual receipt of such notice. 17. ASSIGNMENT. This Agreement shall be binding upon the parties and their respective successors and assigns. Neither party shall have the power and right to assign or sell any rights or interests in this Agreement without the prior written consent of the other (provided the restriction of this paragraph shall not prohibit any assignment authorized in the Operating Agreement of the LLC). 18. CONFIDENTIALITY. Big Cedar and Bluegreen both agree to maintain, at all times, from and after the date hereof, as confidential information and terms hereof, including by way of example, the amounts and nature of the capital contributions hereunder, the terms of the LLC agreement and the existence and contents of the negotiations between them, as well as all information regarding projections concerning marketing and sale of the Property, development of the Property and the methods of marketing and sale, regardless of where the Closing shall occur, except that both parties may (a) inform advisors, counselors, consultants and senior executives of their respective firms who have a need to know such information that each party determines is necessary; and (b) make 17

appropriate disclosures required by applicable law, including but not limited to applicable securities law. All notices to third parties and all publicity or press releases with respect to the transaction contemplated herein, shall

appropriate disclosures required by applicable law, including but not limited to applicable securities law. All notices to third parties and all publicity or press releases with respect to the transaction contemplated herein, shall be mutually approved by Bluegreen and Big Cedar prior to release or dissemination. 19. APPLICABLE LAW. This Agreement shall be governed by and construed according to the laws of the State of Missouri, County of Greene, which shall be deemed the proper venue for all purposes. 20. MISCELLANEOUS. If any part of this Agreement shall be deemed invalid under applicable Missouri or United States federal law, the remaining parts of this Agreement shall be in full force and effect as though any unenforceable part or parts were not written into this Agreement. In construing this Agreement, the singular tense shall be deemed to include the plural and the male or neuter gender shall mean and comprehend all genders, whenever such meaning or interpretation is necessary and appropriate. Headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement shall be binding upon the parties hereto, their legal representatives, successors and assigns, and the parties hereto do hereby covenant and agree that they, their legal representatives, successors and assigns will execute any and all papers and documents that may be required in accordance with this Agreement. Should a provision of this Agreement require judicial interpretation, it is agreed that the judicial body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be more strictly construed against the party which itself or through its agents prepared the same, it being agreed that the agents of all parties have participated or had the opportunity to participate in the preparation of this Agreement. This Agreement may be executed in multiple counterparts, each of which will constitute an original and all of which will constitute one (1) Agreement. 21. CLOSING. The Closing will be held at 10:00 a.m. Central Time, on or before June 14, 2000 (except in the event that the date thereof is extended pursuant to the written agreement of Bluegreen and Big Cedar) in the offices of Greene & Curtis, LLP, 1340 East Woodhurst, Springfield, Missouri 65804, or upon such other day and time as may be mutually be agreed upon by Bluegreen and Big Cedar, or the Closing may take place by mail and escrow delivery to be cleared from escrow by the date aforesaid (the Closing Date). At or before Closing, the parties will execute and deliver the instruments and documents referred to herein and all other documents necessary to consummate the transactions contemplated pursuant to the terms of this Agreement. Big Cedar, at the Closing, will pay all amounts required for transfer taxes arising from the conveyance of the Property and all amounts required for the execution, delivery or recording of the instruments of conveyance of the Property. Big Cedar will pay all amounts required for the execution, delivery or recording of any deed of trust contemplated under this Agreement. Big Cedar shall, additionally, pay any and all amounts required for the recording of any further documents contemplated hereunder, including by way of example and not limitation, the Option to Purchase Real Estate agreement or memorandum of said option, and shall be responsible for payment of any and all intangible taxes, document stamps or taxes or similar charges or levies due upon indebtedness evidenced by the deed of trust and/or the warranty deed to be delivered. Each party shall be responsible for its own attorney's fees. At Closing, expenses of the LLC specified hereunder shall be payable out of funds of the LLC, including the Initial Capital Contribution. 22. NO BROKERS. Big Cedar covenants and agrees that should any claim be asserted for a broker's commission by or through or on the account of the acts of Big Cedar or its representatives, Big Cedar shall indemnify and hold harmless Bluegreen from any and all liabilities and expenses incurred in connection therewith, including without limitation, reasonable attorney's fees and court costs. Bluegreen covenants and agrees that should any claim be asserted for broker's commission by, through or on the account of the acts of Bluegreen or its representatives, Bluegreen shall indemnify and hold harmless Big Cedar from any and all liabilities and expenses incurred in connection therewith, including without limitation, reasonable attorney's fees and court costs. In the event 18

that Hodges Ward Elliott, Real Estate Brokers, are entitled to any commission as a result of the transactions contemplated hereunder, then the same shall be payable by Big Cedar and the same shall be included within the indemnity obligation hereinabove set forth. 23. SURVIVAL OF PROVISIONS. All covenants, warranties, representations and agreements set forth in this

that Hodges Ward Elliott, Real Estate Brokers, are entitled to any commission as a result of the transactions contemplated hereunder, then the same shall be payable by Big Cedar and the same shall be included within the indemnity obligation hereinabove set forth. 23. SURVIVAL OF PROVISIONS. All covenants, warranties, representations and agreements set forth in this Agreement will survive the Closing of the transaction contemplated hereof, and will survive the execution of all deeds and other documents at any time executed and delivered, under, pursuant to or by reason of this Agreement. 24. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement. 25. AFFILIATES. For purposes of this Agreement, Affiliate shall mean, as respects Big Cedar, Bass Pro and/or Bluegreen the following: (1) any officer, director, employee, member, shareholder, partner, trustee or relative within the third degree of kindred of Big Cedar, Bass Pro and/or Bluegreen or of a Person which is a partner, member, shareholder, trustee or beneficiary of Big Cedar, Bass Pro and/or Bluegreen (and specifically, in the case of Big Cedar, to include John Morris); (2) any Person controlled by or under common control with Big Cedar, Bass Pro and/or Bluegreen or a partner, member, shareholder, trustee, or beneficiary of Big Cedar. Bass Pro and/or Bluegreen or any such relative of Big Cedar, Bass Pro and/or Bluegreen, or partner, member, shareholder, trustee, or beneficiary of Big Cedar, Bass Pro and/or Bluegreen; (3) any officer, director, trustee, partner or employee of any entity described in (2) above; and (4) any trust for the benefit of any officer, director, trustee, partner, member, or employee of Big Cedar, Bass Pro and/or Bluegreen or Person described in (1) above, or any beneficiary of a trust which is a member, shareholder, or partner described in (1) above. "Affiliate" shall, as respects Big Cedar, not include Gaylord Entertainment Company or J.W. C. Equity Funding, Inc., a Delaware corporation, J.W. Childs Associates, L.P., a Delaware limited partnership, or Tracker Marine, L.L.C., a Missouri limited liability company. IN WITNESS WHEREOF, the parties have executed this Agreement as to the day and year first above set forth BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation
Date Signed: 6/14/00 By: /s/ Patrick E. Rondeau ----------------------------------Print Name: Patrick E. Rondeau Its: President

BIG CEDAR, L.L.C., a Missouri limited liability company By: Three Johns Company, a Missouri corporation, its Sole Member
Date Signed: 6/30/00 By: /s/ Toni M. Miller ----------------------------------Print Name: Toni M. Miller Its: Vice President Finance

19

BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited liability company By: Bluegreen Vacations Unlimited, Inc., a Florida corporation
Date Signed: 6/14/00 By: /s/ Patrick E. Rondeau ----------------------------------Print Name: Patrick E. Rondeau

BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited liability company By: Bluegreen Vacations Unlimited, Inc., a Florida corporation
Date Signed: 6/14/00 By: /s/ Patrick E. Rondeau ----------------------------------Print Name: Patrick E. Rondeau Its: President

20

EXHIBIT 10.205 OPERATING AGREEMENT OF BLUEGREEN/BIG CEDAR VACATIONS, LLC.

TABLE OF CONTENTS
PAGE ---RECITALS 1 ARTICLE 1. ORGANIZATION................................................................................. Section 1.1 Formation of the Company.......................................................... Section 1.2 Name.............................................................................. Section 1.3 Term.............................................................................. Section 1.4 Character of Business; Powers..................................................... Section 1.5 Principal Place of Business....................................................... Section 1.6 Domestic Registered Agent and Registered Office................................... Section 1.7 Foreign Agents and Registered Office.............................................. Section 1.8 Certain Definitions............................................................... Section 1.9 Additional Definitions............................................................ ARTICLE 2. CAPITAL CONTRIBUTIONS........................................................................ Section 2.1 Initial Capital Contributions..................................................... Section 2.2 Additional Capital Contributions.................................................. Section 2.3 Member Loans...................................................................... Section 2.4 No Additional Capital Contributions............................................... Section 2.5 Repayment of Member Loans......................................................... ARTICLE 3. DISTRIBUTIONS................................................................................ Section 3.1 Distributions of Operating Proceeds................................................ Section 3.2 Distributions to be Made in Cash or Receivables.................................... Section 3.3 Withholding of Distributions....................................................... Section 3.4 Distributions of Capital; No Interest on Capital Contributions; Limitation on Contributions................................................. ARTICLE 4. ALLOCATION OF PROFITS AND LOSSES............................................................. Section 4.1 Profits and Losses................................................................. Section 4.2 Allocation with Respect to Tax Matters............................................. Section 4.3 Nonrecourse Deductions and Minimum Gain Chargebacks...............................1 ARTICLE 5. ACCOUNTING..................................................................................1 Section 5.1 Accounting Methods; Company Records...............................................1 Section 5.2 Fiscal Year.......................................................................1 Section 5.3 Bank Accounts; Title to Business Property.........................................1 Section 5.4 Capital Accounts..................................................................1 Section 5.5 754 Election......................................................................1 Section 5.6 Tax Status........................................................................1

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EXHIBIT 10.205 OPERATING AGREEMENT OF BLUEGREEN/BIG CEDAR VACATIONS, LLC.

TABLE OF CONTENTS
PAGE ---RECITALS 1 ARTICLE 1. ORGANIZATION................................................................................. Section 1.1 Formation of the Company.......................................................... Section 1.2 Name.............................................................................. Section 1.3 Term.............................................................................. Section 1.4 Character of Business; Powers..................................................... Section 1.5 Principal Place of Business....................................................... Section 1.6 Domestic Registered Agent and Registered Office................................... Section 1.7 Foreign Agents and Registered Office.............................................. Section 1.8 Certain Definitions............................................................... Section 1.9 Additional Definitions............................................................ ARTICLE 2. CAPITAL CONTRIBUTIONS........................................................................ Section 2.1 Initial Capital Contributions..................................................... Section 2.2 Additional Capital Contributions.................................................. Section 2.3 Member Loans...................................................................... Section 2.4 No Additional Capital Contributions............................................... Section 2.5 Repayment of Member Loans......................................................... ARTICLE 3. DISTRIBUTIONS................................................................................ Section 3.1 Distributions of Operating Proceeds................................................ Section 3.2 Distributions to be Made in Cash or Receivables.................................... Section 3.3 Withholding of Distributions....................................................... Section 3.4 Distributions of Capital; No Interest on Capital Contributions; Limitation on Contributions................................................. ARTICLE 4. ALLOCATION OF PROFITS AND LOSSES............................................................. Section 4.1 Profits and Losses................................................................. Section 4.2 Allocation with Respect to Tax Matters............................................. Section 4.3 Nonrecourse Deductions and Minimum Gain Chargebacks...............................1 ARTICLE 5. ACCOUNTING..................................................................................1 Section 5.1 Accounting Methods; Company Records...............................................1 Section 5.2 Fiscal Year.......................................................................1 Section 5.3 Bank Accounts; Title to Business Property.........................................1 Section 5.4 Capital Accounts..................................................................1 Section 5.5 754 Election......................................................................1 Section 5.6 Tax Status........................................................................1

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PAGE ---ARTICLE 6. POWERS, RIGHTS AND DUTIES OF MEMBERS........................................................1 Section 6.1 Management Authority and Duties of Members........................................1 Section 6.2 Specific Authority of Management Committee and General Manager....................................................................1 Section 6.3 Restrictions on Authority of the Management Committee and the General Manager; Major Decisions..........................................1 Section 6.4 Meetings and Voting by Members....................................................1 Section 6.5 Conflicts of Interest.............................................................1 Section 6.6 Transactions with Members and Affiliates..........................................1 Section 6.7 Liability and Indemnification of the Management Committee, General Manager, Members and Affiliates...................................2 Section 6.8 Compensation and Reimbursement of the Members.....................................2 Section 6.9 Liability for Company Debts and Obligations.......................................2 Section 6.10 Non-Competition...................................................................2 Section 6.11 Rights to Participate.............................................................2

TABLE OF CONTENTS
PAGE ---RECITALS 1 ARTICLE 1. ORGANIZATION................................................................................. Section 1.1 Formation of the Company.......................................................... Section 1.2 Name.............................................................................. Section 1.3 Term.............................................................................. Section 1.4 Character of Business; Powers..................................................... Section 1.5 Principal Place of Business....................................................... Section 1.6 Domestic Registered Agent and Registered Office................................... Section 1.7 Foreign Agents and Registered Office.............................................. Section 1.8 Certain Definitions............................................................... Section 1.9 Additional Definitions............................................................ ARTICLE 2. CAPITAL CONTRIBUTIONS........................................................................ Section 2.1 Initial Capital Contributions..................................................... Section 2.2 Additional Capital Contributions.................................................. Section 2.3 Member Loans...................................................................... Section 2.4 No Additional Capital Contributions............................................... Section 2.5 Repayment of Member Loans......................................................... ARTICLE 3. DISTRIBUTIONS................................................................................ Section 3.1 Distributions of Operating Proceeds................................................ Section 3.2 Distributions to be Made in Cash or Receivables.................................... Section 3.3 Withholding of Distributions....................................................... Section 3.4 Distributions of Capital; No Interest on Capital Contributions; Limitation on Contributions................................................. ARTICLE 4. ALLOCATION OF PROFITS AND LOSSES............................................................. Section 4.1 Profits and Losses................................................................. Section 4.2 Allocation with Respect to Tax Matters............................................. Section 4.3 Nonrecourse Deductions and Minimum Gain Chargebacks...............................1 ARTICLE 5. ACCOUNTING..................................................................................1 Section 5.1 Accounting Methods; Company Records...............................................1 Section 5.2 Fiscal Year.......................................................................1 Section 5.3 Bank Accounts; Title to Business Property.........................................1 Section 5.4 Capital Accounts..................................................................1 Section 5.5 754 Election......................................................................1 Section 5.6 Tax Status........................................................................1

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PAGE ---ARTICLE 6. POWERS, RIGHTS AND DUTIES OF MEMBERS........................................................1 Section 6.1 Management Authority and Duties of Members........................................1 Section 6.2 Specific Authority of Management Committee and General Manager....................................................................1 Section 6.3 Restrictions on Authority of the Management Committee and the General Manager; Major Decisions..........................................1 Section 6.4 Meetings and Voting by Members....................................................1 Section 6.5 Conflicts of Interest.............................................................1 Section 6.6 Transactions with Members and Affiliates..........................................1 Section 6.7 Liability and Indemnification of the Management Committee, General Manager, Members and Affiliates...................................2 Section 6.8 Compensation and Reimbursement of the Members.....................................2 Section 6.9 Liability for Company Debts and Obligations.......................................2 Section 6.10 Non-Competition...................................................................2 Section 6.11 Rights to Participate.............................................................2 ARTICLE 7. TRANSFERS OF INTERESTS......................................................................2 Section 7.1 Restrictions......................................................................2 Section 7.2 Effect of Assignment; Documents...................................................2 ARTICLE 8. DISSOLUTION OF THE COMPANY..................................................................2 Section 8.1 Liquidation Events................................................................2 Section 8.2 Right to Continue Business and Affairs of Company.................................2 Section 8.3 Distribution of Proceeds on Dissolution; Winding Up; Reserves.....................2 Section 8.4 No Liability......................................................................2 ARTICLE 9. GENERAL.....................................................................................2

PAGE ---ARTICLE 6. POWERS, RIGHTS AND DUTIES OF MEMBERS........................................................1 Section 6.1 Management Authority and Duties of Members........................................1 Section 6.2 Specific Authority of Management Committee and General Manager....................................................................1 Section 6.3 Restrictions on Authority of the Management Committee and the General Manager; Major Decisions..........................................1 Section 6.4 Meetings and Voting by Members....................................................1 Section 6.5 Conflicts of Interest.............................................................1 Section 6.6 Transactions with Members and Affiliates..........................................1 Section 6.7 Liability and Indemnification of the Management Committee, General Manager, Members and Affiliates...................................2 Section 6.8 Compensation and Reimbursement of the Members.....................................2 Section 6.9 Liability for Company Debts and Obligations.......................................2 Section 6.10 Non-Competition...................................................................2 Section 6.11 Rights to Participate.............................................................2 ARTICLE 7. TRANSFERS OF INTERESTS......................................................................2 Section 7.1 Restrictions......................................................................2 Section 7.2 Effect of Assignment; Documents...................................................2 ARTICLE 8. DISSOLUTION OF THE COMPANY..................................................................2 Section 8.1 Liquidation Events................................................................2 Section 8.2 Right to Continue Business and Affairs of Company.................................2 Section 8.3 Distribution of Proceeds on Dissolution; Winding Up; Reserves.....................2 Section 8.4 No Liability......................................................................2 ARTICLE 9. GENERAL.....................................................................................2 Section 9.1 Notices/Approvals to be in Writing................................................2 Section 9.2 Amendments........................................................................2 Section 9.3 Miscellaneous.....................................................................2 Section 9.4 Remedies..........................................................................2 Section 9.5 Representations and Warranties....................................................3 Section 9.6 Power of Attorney.................................................................3 Section 9.7 Financial Reporting...............................................................3 ARTICLE 10. ARTICLE 11. PUBLIC OFFERING............................................................................3 TRANSFER OF PROPERTY/CLUB ARRANGEMENT......................................................3 EXHIBITS Exhibit "A" Exhibit "B" Names, Addresses, Contributions and Distribution Percentages of Members Membership Interest Agreement

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OPERATING AGREEMENT OF BLUEGREEN/BIG CEDAR VACATIONS, LLC a Delaware Limited Liability Company THIS AGREEMENT is made and entered into as of the 16th day of June, 2000 (the "Effective Date"), by and among those Persons identified on Exhibit A attached hereto (the "Members"). RECITALS A. The parties hereto have agreed to organize a limited liability company to design, develop, sell and market a timeshare project (the "Big Cedar Timeshare Project") consisting of approximately three hundred (300) units contiguous to the Big Cedar Lodge at Ridgedale, Taney County, Missouri ("Big Cedar Lodge"), such Big Cedar Timeshare Project to be named The Big Cedar Resort Club. B. This Agreement sets forth the understandings and agreements of the parties hereto with respect to the organization and operation of the limited liability company and the scope and conduct of its business. NOW, THEREFORE, in consideration of mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

OPERATING AGREEMENT OF BLUEGREEN/BIG CEDAR VACATIONS, LLC a Delaware Limited Liability Company THIS AGREEMENT is made and entered into as of the 16th day of June, 2000 (the "Effective Date"), by and among those Persons identified on Exhibit A attached hereto (the "Members"). RECITALS A. The parties hereto have agreed to organize a limited liability company to design, develop, sell and market a timeshare project (the "Big Cedar Timeshare Project") consisting of approximately three hundred (300) units contiguous to the Big Cedar Lodge at Ridgedale, Taney County, Missouri ("Big Cedar Lodge"), such Big Cedar Timeshare Project to be named The Big Cedar Resort Club. B. This Agreement sets forth the understandings and agreements of the parties hereto with respect to the organization and operation of the limited liability company and the scope and conduct of its business. NOW, THEREFORE, in consideration of mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: ARTICLE 1. ORGANIZATION SECTION 1.1. FORMATION OF THE COMPANY. (A) The Members hereby associate themselves as members in the Company, pursuant to the provisions of the Delaware Limited Liability Company Act (the "Act"), for the limited purposes set forth in this Agreement. The Management Committee (as herein defined) has caused to be filed in the appropriate governmental office "Articles of Organization" which conform to the requirements of the Act in order to constitute the Company as a valid Delaware limited liability company under the Act, effective as of the Effective Date. (B) The Members hereby ratify, approve and confirm all documents executed, acknowledged and/or delivered and all acts, agreements, purchases, and other actions by or at the direction of the Management Committee prior to the Effective Date, including those done for or in connection with the filing of the Articles of Organization. (C) The Management Committee is hereby authorized and directed to do or cause to be done on behalf of the Company all such actions (including the payment of fees and expenses) and to make, execute, and/or deliver or cause to be made, executed and/or delivered all such contracts, instruments, documents, agreements, writings, or communications as the Management Committee, in their discretion, deem necessary, advisable or appropriate for the Company to 1

(1) design, develop, sell and market timeshare units of the Big Cedar Timeshare Project and all matters related thereto; (2) negotiate and enter into employment and service contracts for; and (3) obtain financing for such purposes, including negotiating and entering into a loan commitment, promissory note, mortgage, and such other loan documents to evidence and secure such financing. SECTION 1.2. NAME. The Business of the Company shall be conducted solely under the name of "Bluegreen/Big Cedar Vacations, LLC" and such name shall be used at all times in connection therewith. The Management Committee is authorized to file such fictitious names as the Management Committee, in its discretion, may determine. SECTION 1.3 TERM. The term of the Company shall commence as of the Effective Date and shall continue until the winding up and liquidation of the Company following a Liquidation Event, as provided in Article VIII. SECTION 1.4. CHARACTER OF BUSINESS; POWERS.

(1) design, develop, sell and market timeshare units of the Big Cedar Timeshare Project and all matters related thereto; (2) negotiate and enter into employment and service contracts for; and (3) obtain financing for such purposes, including negotiating and entering into a loan commitment, promissory note, mortgage, and such other loan documents to evidence and secure such financing. SECTION 1.2. NAME. The Business of the Company shall be conducted solely under the name of "Bluegreen/Big Cedar Vacations, LLC" and such name shall be used at all times in connection therewith. The Management Committee is authorized to file such fictitious names as the Management Committee, in its discretion, may determine. SECTION 1.3 TERM. The term of the Company shall commence as of the Effective Date and shall continue until the winding up and liquidation of the Company following a Liquidation Event, as provided in Article VIII. SECTION 1.4. CHARACTER OF BUSINESS; POWERS. (A) The business of the Company (the "Business") is to (1) acquire, design, develop, own, operate, market and sell the Big Cedar Timeshare Project; (2) lease, finance, hold, manage, sell, exchange or otherwise dispose of all or any part of the timeshare units of the Business and the receivables arising from the sale of timeshare interests; (3) borrow money in furtherance of the Business; and (4) exercise all rights and powers and engage in all activities related or ancillary to the foregoing, as determined by the Management Committee, which a limited liability company may legally exercise pursuant to the Act. (B) The Company shall not engage in any activity other than the described Business and no Member shall have any authority to hold himself or herself out as an agent of the Company in any activity other than such described Business and then only in conformity with the provisions of this Agreement. SECTION 1.5. PRINCIPAL PLACE OF BUSINESS. The principal place of business of the Company shall be at Boca Raton, Florida, or such other location as may be hereafter determined by the Management Committee. SECTION 1.6. DOMESTIC REGISTERED AGENT AND REGISTERED OFFICE. The name of the Company's registered agent for service of process in Delaware and its registered office in Delaware shall be The Corporation Trust Company, at 1209 Orange Street, Wilmington, DE 19801, on whose records shall be shown that notice to the Company is to be sent to (i) Joe Greene, Greene, & Curtis, L.L.P. at 1340 East Woodhurst, Springfield, Missouri; and (ii) Pat Rondeau, Bluegreen Corp., at 4960 Blue Lake Drive, Boca Raton, Florida 33431; PROVIDED, HOWEVER, that the Management Committee may change such registered agent and/or registered office, at any time, by making all appropriate filings. SECTION 1.7. FOREIGN AGENTS AND REGISTERED OFFICE. The Management Committee shall (A) take or cause to be taken all action necessary to register the Company as a foreign limited liability company authorized to transact 2

business in other states (collectively, the "Foreign States") if any, as the conduct of the Company's business so requires; and (B) select and cause the Company to maintain resident or registered agents and offices in each of the Foreign States where the maintenance of the same is required by applicable law, and may change such agents and/or offices, at any time by making all appropriate filings. SECTION 1.8. CERTAIN DEFINITIONS. As used herein, the following terms have the following meanings: (A) "ACT" shall mean and refer to the Delaware Limited Liability Company Act, 6 DEL.Css.18-101, ET Seq, as the same may heretofore be supplemented, amended or modified. (B) "AD LOAN" shall be that certain secured, advertising advance loan as described in the Contribution Agreement made and entered into by and between Member BCLLC and Member Bluegreen as of the Effective Date.

business in other states (collectively, the "Foreign States") if any, as the conduct of the Company's business so requires; and (B) select and cause the Company to maintain resident or registered agents and offices in each of the Foreign States where the maintenance of the same is required by applicable law, and may change such agents and/or offices, at any time by making all appropriate filings. SECTION 1.8. CERTAIN DEFINITIONS. As used herein, the following terms have the following meanings: (A) "ACT" shall mean and refer to the Delaware Limited Liability Company Act, 6 DEL.Css.18-101, ET Seq, as the same may heretofore be supplemented, amended or modified. (B) "AD LOAN" shall be that certain secured, advertising advance loan as described in the Contribution Agreement made and entered into by and between Member BCLLC and Member Bluegreen as of the Effective Date. (C) "AFFILIATE OF A MEMBER" means (1) any officer, director, employee, member, shareholder, partner, trustee, or relative within the third degree of kindred of a Member or of a Person which is a partner, member, shareholder, trustee or beneficiary of a Member, specifically to include John Morris; (2) any Person controlled by or under common control with such Member or a partner, member, shareholder, trustee or beneficiary of a Member or any such relative of such Member or partner, member, shareholder, trustee or beneficiary of a Member; (3) any officer, director, trustee, partner, or employee of any entity described in (2) above; and (4) any trust for the benefit of any officer, director, trustee, partner, member or employee of any Member or Person described in (1) above, or any beneficiary of a trust which is a member, shareholder or partner described in (1) above. "Affiliate of a Member" shall not include Gaylord Entertainment Company, J.W.C. Equity Funding, Inc., a Delaware corporation; J.W. Childs Associates, L.P., a Delaware limited partnership; or Tracker Marine, LLC, a Missouri limited liability company. (D) "AGREEMENT" means this Agreement, as amended from time to time as herein provided. (E) "APPLICABLE RATE" means the lesser of (1) a per annum rate which is one percent (1%) higher than the corporate base interest rate announced by Bank of America, N.A. or its successor during the period the indebtedness in question is outstanding, as such corporate base interest rate changes from time to time; or (2) the maximum interest that may be charged on such indebtedness under the applicable usury law, if any. (F) "BCLLC" means Big Cedar, L.L.C. (G) "BLUEGREEN" means Bluegreen Vacations Unlimited, Inc. 3

(H) "BUSINESS PROPERTY" means all property, assets and interests (whether real or personal, tangible or intangible) owned or held from time to time by the Company, including the land upon which the Big Cedar Timeshare Project is to be built (the "Property"). (I) "CODE" means the Internal Revenue Code of 1986, as amended from time to time. (J) "COMPANY" means this limited liability company. (K) "DISTRIBUTION" shall mean any and all payments, including cash or receivables, distributed by the Company to its Members. (L) "DISTRIBUTION PERCENTAGE" means, for each Member, the percentage set forth opposite such Member's name on Exhibit A attached hereto. (M) "FRACTIONAL INTEREST DEVELOPMENT" shall mean a program in which one-quarter (1/4) interests of an accommodation is offered and conveyed to a consumer in such respective accommodation, which onequarter (1/4) interest provides for three (3) months (i.e. one-quarter interest) of use by such respective purchaser.

(H) "BUSINESS PROPERTY" means all property, assets and interests (whether real or personal, tangible or intangible) owned or held from time to time by the Company, including the land upon which the Big Cedar Timeshare Project is to be built (the "Property"). (I) "CODE" means the Internal Revenue Code of 1986, as amended from time to time. (J) "COMPANY" means this limited liability company. (K) "DISTRIBUTION" shall mean any and all payments, including cash or receivables, distributed by the Company to its Members. (L) "DISTRIBUTION PERCENTAGE" means, for each Member, the percentage set forth opposite such Member's name on Exhibit A attached hereto. (M) "FRACTIONAL INTEREST DEVELOPMENT" shall mean a program in which one-quarter (1/4) interests of an accommodation is offered and conveyed to a consumer in such respective accommodation, which onequarter (1/4) interest provides for three (3) months (i.e. one-quarter interest) of use by such respective purchaser. (N) "GENERAL MANAGER" means such person and his or her successor(s) designated by the Management Committee in accordance with Section 6.1(C). (O) "MAJOR DECISION APPROVAL" means a vote of the Members holding a majority of the Distribution Percentage. (P) A MEMBER'S "INTEREST" in the Company means all rights to Distributions to which such Member is entitled as provided in Articles III and VIII of this Agreement, together with the duties and obligations of such Member to comply with this Agreement. (Q) "MEMBERS" means the Persons set forth in Exhibit A and their respective permitted successors as members hereunder. (R) "OPERATING PROCEEDS" for the applicable period means all gross cash receipts from operations of the Company during such period (excluding Dissolution Proceeds as herein defined), less the following costs and expenses (to the extent as determined by the Management Committee not paid from reserves) and other items paid during such period: (1) operational cash disbursements and cash operating expenses; (2) interest, principal and debt service paid on any indebtedness of the Company; (3) cash expenditures for capital improvements and other capital items; and (4) a reasonable allowance for reserves, contingencies and anticipated obligations as determined by Member Bluegreen; provided Operating Proceeds shall not include any cash arising from refinancing of debt. (S) "PERSON" means an individual, partnership, corporation, limited liability company, trust or other association. 4

(T) "RESORT INTEREST PROGRAM" shall mean any form of timeshare, interval interest, timeshare exchange, undivided interest program, timeshare club membership, points-based program, or occupancy program, other than as may be offered by the Company in respect to the Big Cedar Timeshare Project, or as may be offered by Member Bluegreen or its Affiliates, or any Fractional Interest Development offered by Member BCLLC or its Affiliates, whereby the use, occupancy or possession of real property or real property improvements has been made subject to a conveyance, use or occupancy or possession right, which circulates among purchasers according to a first come, first serve reservation system, or a floating or fixed time schedule on a periodic, reoccurring basis, over any period of time in excess of one (1) year in duration. (U) "TREASURY REGULATIONS" means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time, and, in the case of any temporary regulations referred to herein, if any, includes the corresponding provisions of pertinent final regulations.

(T) "RESORT INTEREST PROGRAM" shall mean any form of timeshare, interval interest, timeshare exchange, undivided interest program, timeshare club membership, points-based program, or occupancy program, other than as may be offered by the Company in respect to the Big Cedar Timeshare Project, or as may be offered by Member Bluegreen or its Affiliates, or any Fractional Interest Development offered by Member BCLLC or its Affiliates, whereby the use, occupancy or possession of real property or real property improvements has been made subject to a conveyance, use or occupancy or possession right, which circulates among purchasers according to a first come, first serve reservation system, or a floating or fixed time schedule on a periodic, reoccurring basis, over any period of time in excess of one (1) year in duration. (U) "TREASURY REGULATIONS" means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time, and, in the case of any temporary regulations referred to herein, if any, includes the corresponding provisions of pertinent final regulations. SECTION 1.9. ADDITIONAL DEFINITIONS. The definitions in Section 1.8 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The words "herein," "hereof," "hereunder," and similar terms shall refer to this Agreement, unless the context otherwise requires. ARTICLE 2. CAPITAL CONTRIBUTIONS SECTION 2.1. INITIAL CAPITAL CONTRIBUTIONS. The Members shall initially contribute to the capital of the Company the respective amounts shown opposite their names on Exhibit A attached hereto (the "Initial Capital Contributions"). Member BCLLC is contributing acreage, being an unimproved parcel of land (the "Property") which is identified on that certain Survey which is to depict the real property upon which Phase 1 of the Big Cedar Timeshare Project is to be located, and which Survey of Phase 1 shall be agreed to by the Members prior to the execution of this Operating Agreement. The Members agree that the Property has a fair market value of Seventy Thousand and No/100 Dollars ($70,000.00) per acre. All Members agree that the capital account of Member BCLLC in the Company shall be credited an amount equal to the number of acres depicted on the Survey multiplied by Seventy Thousand and No/100 Dollars notwithstanding the basis of Member BCLLC in the Property. Member Bluegreen is contributing an amount in cash equal to Seventy Thousand and No/100 Dollars ($70,000) multiplied by the number of acres depicted on the foregoing Survey, which amount shall be contributed in accordance with the following: (i) Ten Percent (10%) of such amount shall be contributed upon execution of this Agreement, with the balance of such amount being contributed, from time to time over the period of twelve (12) months from and after the date of execution of this Agreement pursuant to and in accordance with the cash requirements of the Company as provided for in the Closing Business Plan (as defined in Section 2.2 hereinbelow); provided, however, that 5

the total amount of the capital contribution from Member Bluegreen shall be contributed by Member Bluegreen to the Company no later than twelve (12) months after the date of execution of this Agreement. If such amount is not completely funded to the Company by such date then, in accordance with the terms and conditions of the Membership Interest Agreement attached hereto as Exhibit "B" and following five (5) days written notice of such failure delivered by Member BCLLC to Member Bluegreen, Member Bluegreen's interest in the Company shall decrease and Member BCLLC's interest in the Company shall increase by one (1) percentage point or fraction thereof for each Sixty Three Thousand Three Hundred Twenty Nine Dollars ($63,329.00) increment or portion thereof which Member Bluegreen has failed to contribute towards the total amount of its Initial Capital Contribution (the "LLC Member Interest Reallocation"). If as a result of the LLC Member Interest Reallocation of Member Bluegreen's interest in the Company results in Member Bluegreen's ownership interest percentage being reduced to fifty percent (50%) and Member BCLLC's ownership interest percentage being increased to fifty percent (50%) then the LLC Member Interest Reallocation shall be adjusted to provide Member Bluegreen's ownership interest percentage be reduced to forty nine and nine-tenths (49.9%) and Member BCLLC's ownership interest percentage be increased to fifty and one-tenth percent (50.10%) accordingly, then in that event the Articles of Organization of the LLC and the Operating Agreement shall be amended accordingly and pursuant to the amended terms thereof, Member BCLLC shall be entitled to appoint two (2) representatives of the Management Committee and Member Bluegreen shall be entitled to appoint one (1) representative of the

the total amount of the capital contribution from Member Bluegreen shall be contributed by Member Bluegreen to the Company no later than twelve (12) months after the date of execution of this Agreement. If such amount is not completely funded to the Company by such date then, in accordance with the terms and conditions of the Membership Interest Agreement attached hereto as Exhibit "B" and following five (5) days written notice of such failure delivered by Member BCLLC to Member Bluegreen, Member Bluegreen's interest in the Company shall decrease and Member BCLLC's interest in the Company shall increase by one (1) percentage point or fraction thereof for each Sixty Three Thousand Three Hundred Twenty Nine Dollars ($63,329.00) increment or portion thereof which Member Bluegreen has failed to contribute towards the total amount of its Initial Capital Contribution (the "LLC Member Interest Reallocation"). If as a result of the LLC Member Interest Reallocation of Member Bluegreen's interest in the Company results in Member Bluegreen's ownership interest percentage being reduced to fifty percent (50%) and Member BCLLC's ownership interest percentage being increased to fifty percent (50%) then the LLC Member Interest Reallocation shall be adjusted to provide Member Bluegreen's ownership interest percentage be reduced to forty nine and nine-tenths (49.9%) and Member BCLLC's ownership interest percentage be increased to fifty and one-tenth percent (50.10%) accordingly, then in that event the Articles of Organization of the LLC and the Operating Agreement shall be amended accordingly and pursuant to the amended terms thereof, Member BCLLC shall be entitled to appoint two (2) representatives of the Management Committee and Member Bluegreen shall be entitled to appoint one (1) representative of the Management Committee. Member Bluegreen agrees to execute such additional documents as necessary to effectuate Member Bluegreen's obligations pursuant to the Membership Interest Agreement. SECTION 2.2. ADDITIONAL CAPITAL CONTRIBUTIONS. (A) Attached hereto, and incorporated herein by this reference, is a business plan, having upon execution hereof, been agreed to by the Members, which forecasts the life of the Big Cedar Timeshare Project (the "Closing Business Plan"). It is agreed that this Closing Business Plan is solely a projection, without representation or warranty, express or implied. After operations are commenced and contributions made, Member Bluegreen shall formulate and deliver to all Members on an annual basis a rolling three (3) year business plan (the "Business Plan") containing projections and budgets with respect to revenues, expenses, operating cash flows, capital expenditures, financing, market priorities and funding required in each case for the following fiscal year or such longer period with respect to certain matters as may be set out in the Business Plan. The Business Plan will estimate all funding and identify proposed funding sources. The Business Plan may propose the Members make additional capital contributions (the "Additional Capital Contributions") in such amounts and at such times as shall be set forth in the relevant Business Plan; provided, however, the Company shall first (i) exhaust opportunities to secure funds from commercial banks or other lenders and, in each case, the Members shall, to the extent required by such lender, provide pro-rata guarantees as may be requested by such lenders, subject to the limitations of this Section; and (ii) attempt to secure funds from the Members. In all events such contributions or guarantees shall be allocated on the basis of the Distribution Percentage and shall not, unless otherwise agreed by a respective Member, exceed an additional amount contributed or guaranteed of more than Four Hundred Ninety Thousand Dollars ($490,000.00) by Member BCLLC and Five Hundred Ten Thousand Dollars ($510,000.00) by Member Bluegreen. If the Members loan money to the Company in accordance with the foregoing, or if additional funding is agreed by the Members as an Additional Capital Contribution, then Member BCLLC shall have the right to elect to borrow such loan or equity contribution from Member Bluegreen, who agrees to loan the same, which loan proceeds will be contributed by Member BCLLC to the Company. Such loans by Member Bluegreen to Member BCLLC (the "Call Loan") shall bear interest at the Applicable Rate of the note or the rate of twelve percent (12%) per annum, whichever is greater, with a term of two (2) years and such loan rate shall contain a default interest rate of three percent (3%) per annum over the annual interest rate. Member BCLLC shall grant to Member Bluegreen a first priority security interest on any additional equity interest in the Company as may be distributed to Member BCLLC in return for the Additional Capital Contribution call payment. In addition, in the event Member Bluegreen makes the Call Loan, then the principal amount of such loan and all interest thereon shall be repaid in its entirety to Member Bluegreen by Member BCLLC from BCLLC's first Distributions from the Company. In the event of default in the payment by BCLLC to Member Bluegreen of amounts due on the Call Loan, then Member Bluegreen shall have the right to, at its option, (i) purchase BCLLC's interest in the Company at a price equal to eighty percent (80%) of the fair market value of such interest as liquidated damages (the Members agreeing that damages resulting from such default are impossible to ascertain and the Members agreeing that the reduction in the purchase price constitutes the best estimate of damage and is not a penalty); (ii) diminish Member BCLLC's ownership as follows: BCLLC's ownership interest shall be recalculated to be equal to a fraction, the numerator of which will be equal to all capital contributions, loans and credits of Member BCLLC and the denominator of which shall be the aggregate

of all capital contributions, loans and credits of all Members (including contribution of the proceeds of the Call Loan) and Bluegreen's ownership will be reciprocally increased in an amount equal to the decrease in BCLLC's ownership interest in the Company. If the loan is obtained by the Company from any Member (or if the Call Loan is made by Member Bluegreen to Member BCLLC), the repayment of such shall be made before any Distributions or repayments are made to any Member who does not advance such loan to the Company or who is not owed the Call Loan. 6

SECTION 2.3. MEMBER LOANS. Any Member or Successor may voluntarily make loans to the Company for any Company purpose if the Management Committee determines, in their sole discretion, that the use of such borrowed funds is needed and would benefit the Company and if such loans ("Member Loans") are made in accordance with the following terms and conditions: (A) If a Member or Successor offers to lend funds to the Company and the Management Committee proposes to accept the offer of such Member or Successor, the Management Committee shall notify the other Members and Successors of the amount of the funds the Company needs to borrow and the nature of the Company's need for the same (the "Proposed Loan Notice"). Each Member and Successor shall have the right, but not the obligation, to participate in the making of such Member Loan by giving notice of his or her election to do so to the Management Committee within five (5) days of receiving the Proposed Loan Notice. If one or more Members or Successors in addition to the originally offering Member or Successor desire(s) to participate in the making of such Member Loan, unless otherwise agreed by all of the Members and Successors so electing to participate in the making of such Member Loan, each such electing Member and Successor shall lend to the Company, no later than fifteen (15) days after the giving of the Proposed Loan Notice, the amount determined by (1) dividing its Distribution Percentage by the aggregate of the Distribution Percentages of all of the Members and Successors so electing; and (2) multiplying the resulting fraction against the amount to be provided to the Company by means of such Member Loan at such time. The Management Committee shall notify each electing Member and Successor of the amount of his or her share of the Member Loan within the fifteen (15) day period and collect the amounts to be loaned by each electing Member and Successor. (B) All Members and Successors making Member Loans shall be entitled to interest thereon, compounded annually, at the Applicable Rate. Member Loans (and the interest thereon) shall be "cash-flow" loans payable (principal and interest) as rapidly as possible, in the order in which such Member Loans were made, but solely out of Operating Proceeds (before distributions to Members and Successors under Article III) or out of dissolution proceeds ("Dissolution Proceeds") (as provided in Section 8.4), and no Member or Successor shall be personally liable for the repayment thereof. For purposes of determining the amount and priority of debt service payments on Member Loans, all Member Loans made within fifteen (15) days after the giving of the Proposed Loan Notice shall be treated as having been made at the same time on the last day of such fifteen (15) day period. Member Loans repayable to Member BCLLC shall, in all cases, be only repaid after any Call Loan is repaid. A Member Loan shall not exceed in interest or priority any unpaid Call Loan. SECTION 2.4. NO ADDITIONAL CAPITAL CONTRIBUTIONS. Except as provided in the foregoing provisions of this Article II, no Member or Successor shall be required to make any Additional Capital Contributions or loans to the Company. SECTION 2.5. REPAYMENT OF MEMBER LOANS. Repayment of Member Loans may be from Operating Proceeds, reserves, or any other cash or receivables on hand available to the Company. Member Loans shall be repaid on a first in-first out basis and if Member Loans are received with equal priority then payment shall be on a pro-rata basis. ARTICLE 3. DISTRIBUTIONS SECTION 3.1. DISTRIBUTIONS OF OPERATING PROCEEDS. Outstanding Loans, whether Call Loans, Member Loans, the Ad Loans or any other loans, owed to any Member, may be payable by cash or receivables of the Company. Until such time as the Ad Loan is repaid, any Distributions to Member BCLLC from the LLC shall be used to reduce the balance due and payable on the Ad Loan. Subject to the right of Member Bluegreen to receive repayment of the Ad Loan from Member BCLLC's Distributions, the Company's Operating Proceeds shall be applied first to satisfy principal and interest payments in respect to outstanding Call Loans or Member

SECTION 2.3. MEMBER LOANS. Any Member or Successor may voluntarily make loans to the Company for any Company purpose if the Management Committee determines, in their sole discretion, that the use of such borrowed funds is needed and would benefit the Company and if such loans ("Member Loans") are made in accordance with the following terms and conditions: (A) If a Member or Successor offers to lend funds to the Company and the Management Committee proposes to accept the offer of such Member or Successor, the Management Committee shall notify the other Members and Successors of the amount of the funds the Company needs to borrow and the nature of the Company's need for the same (the "Proposed Loan Notice"). Each Member and Successor shall have the right, but not the obligation, to participate in the making of such Member Loan by giving notice of his or her election to do so to the Management Committee within five (5) days of receiving the Proposed Loan Notice. If one or more Members or Successors in addition to the originally offering Member or Successor desire(s) to participate in the making of such Member Loan, unless otherwise agreed by all of the Members and Successors so electing to participate in the making of such Member Loan, each such electing Member and Successor shall lend to the Company, no later than fifteen (15) days after the giving of the Proposed Loan Notice, the amount determined by (1) dividing its Distribution Percentage by the aggregate of the Distribution Percentages of all of the Members and Successors so electing; and (2) multiplying the resulting fraction against the amount to be provided to the Company by means of such Member Loan at such time. The Management Committee shall notify each electing Member and Successor of the amount of his or her share of the Member Loan within the fifteen (15) day period and collect the amounts to be loaned by each electing Member and Successor. (B) All Members and Successors making Member Loans shall be entitled to interest thereon, compounded annually, at the Applicable Rate. Member Loans (and the interest thereon) shall be "cash-flow" loans payable (principal and interest) as rapidly as possible, in the order in which such Member Loans were made, but solely out of Operating Proceeds (before distributions to Members and Successors under Article III) or out of dissolution proceeds ("Dissolution Proceeds") (as provided in Section 8.4), and no Member or Successor shall be personally liable for the repayment thereof. For purposes of determining the amount and priority of debt service payments on Member Loans, all Member Loans made within fifteen (15) days after the giving of the Proposed Loan Notice shall be treated as having been made at the same time on the last day of such fifteen (15) day period. Member Loans repayable to Member BCLLC shall, in all cases, be only repaid after any Call Loan is repaid. A Member Loan shall not exceed in interest or priority any unpaid Call Loan. SECTION 2.4. NO ADDITIONAL CAPITAL CONTRIBUTIONS. Except as provided in the foregoing provisions of this Article II, no Member or Successor shall be required to make any Additional Capital Contributions or loans to the Company. SECTION 2.5. REPAYMENT OF MEMBER LOANS. Repayment of Member Loans may be from Operating Proceeds, reserves, or any other cash or receivables on hand available to the Company. Member Loans shall be repaid on a first in-first out basis and if Member Loans are received with equal priority then payment shall be on a pro-rata basis. ARTICLE 3. DISTRIBUTIONS SECTION 3.1. DISTRIBUTIONS OF OPERATING PROCEEDS. Outstanding Loans, whether Call Loans, Member Loans, the Ad Loans or any other loans, owed to any Member, may be payable by cash or receivables of the Company. Until such time as the Ad Loan is repaid, any Distributions to Member BCLLC from the LLC shall be used to reduce the balance due and payable on the Ad Loan. Subject to the right of Member Bluegreen to receive repayment of the Ad Loan from Member BCLLC's Distributions, the Company's Operating Proceeds shall be applied first to satisfy principal and interest payments in respect to outstanding Call Loans or Member Loans (in that order), if any, and the balance distributed to the Members and Successors in proportion to their respective Distribution Percentages, at such times as the Management Committee shall determine (but not less frequently than annually). In the event that Operating Proceeds are available for distribution in accordance with the previous sentence and prior to the maturity date of the Ad Loan, then such Operating Proceeds shall be distributed and Member BCLLC's Distribution shall be used to reduce the balance due and payable on the Ad Loan). Notwithstanding the foregoing, the Management Committee will cause the Company to distribute to each Member cash that equals one-half (1/2) of their respective income tax liability on Company income allocated to each

7

respective Member with respect to each tax year of the Company; provided, however, that such amount shall not be in excess of twenty percent (20%) of the total income allocated to such respective Member with respect to each tax year of the Company. In calculating the tax liability of each Member on Company income allocated with respect to each tax year, the Company shall take into account (a) any loss the Company may have previously allocated to such Member that is available to offset such income; and (b) the applicable marginal federal income tax rate and the marginal income tax rate of the state of the Member's principal residence and of the Company, if the two are different. Such amount shall be reduced, but not below zero (0) by the amount of any other cash distributed to such Member (other than the income tax distribution) after the first day of the previous tax year. Such amount shall be distributed quarterly, with a final reconciliation settlement distributed no later than the first day of May of the following year. The income tax distribution shall be distributable only if the Company has sufficient cash available for distribution. For purposes of the preceding sentence, cash available shall mean cash on hand available from operations and not needed by the Company to pay current expenses and debt service. Any income tax distributions shall be an offset against further pro-rata Distributions as may be distributed to the Members by the Company. SECTION 3.2. DISTRIBUTIONS TO BE MADE IN CASH OR RECEIVABLES. Unless otherwise unanimously determined by the Members, all Distributions to the Members and Successors shall be made in cash or timeshare receivables. In no event shall any Member or Successor be compelled or permitted to accept a Distribution of any property other than cash from or receivables of the Company unless all Members and Successors consent and receive undivided ownership interests therein that are in the same proportions as they would have shared in a cash distribution equal to the value of such property at the time of such Distribution. SECTION 3.3. WITHHOLDING OF DISTRIBUTIONS. Any Member or Successor may, at its election and upon notice to the affected Member or Successor (the "Debtor Party") and the Management Committee, withhold or cause to be withheld from any payment or distribution provided to be made under this Agreement by the Company to the Debtor Party any sum or amount that the Debtor Party owes the Company or such Member or Successor under or by virtue of this Agreement which have been called for but which the Debtor Party has theretofore failed to make, and the amount so withheld shall be paid or contributed, as the case may be, on behalf of the Debtor Party, over to the Person or party (i.e., the Member, Successor or Company) entitled thereto. For purposes of all computations, distributions, and the allocations hereunder, any amount so withheld and paid over to another party or Person shall nevertheless be deemed to have been contributed by or paid or distributed to the Debtor Party. The rights and remedies provided in this Section are in addition to, and not in limitation of, any other rights and remedies provided under this Agreement or under applicable law. SECTION 3.4. DISTRIBUTIONS OF CAPITAL; NO INTEREST ON CAPITAL CONTRIBUTIONS; LIMITATION ON CONTRIBUTIONS. Except as provided in the Act and in this Article III or in Article VII, (A), no Member or Successor shall be entitled to withdraw or to receive Distributions of or against his/her/its capital contributions; (B) no Member or Successor shall be paid interest on any capital contribution; and (C) no Member or Successor shall have any priority over other Members and Successors as to contributions or as to compensation by way of income. 8

ARTICLE 4. ALLOCATION OF PROFITS AND LOSSES SECTION 4.1. PROFITS AND LOSSES. Subject to Sections 4.2 and 4.3, the Company's income, gains, losses, deductions and credits (and items thereof) for each fiscal year of the Company, shall be allocated among the Members and Successors (for both book and tax purposes) in proportion to their respective Distribution Percentages. SECTION 4.2. ALLOCATIONS WITH RESPECT TO TAX MATTERS. (A) Solely for tax purposes, income, gain, loss and deduction with respect to property contributed to the Company by any Member or Successor shall be allocated in accordance with Section 704(c) of the Code,

respective Member with respect to each tax year of the Company; provided, however, that such amount shall not be in excess of twenty percent (20%) of the total income allocated to such respective Member with respect to each tax year of the Company. In calculating the tax liability of each Member on Company income allocated with respect to each tax year, the Company shall take into account (a) any loss the Company may have previously allocated to such Member that is available to offset such income; and (b) the applicable marginal federal income tax rate and the marginal income tax rate of the state of the Member's principal residence and of the Company, if the two are different. Such amount shall be reduced, but not below zero (0) by the amount of any other cash distributed to such Member (other than the income tax distribution) after the first day of the previous tax year. Such amount shall be distributed quarterly, with a final reconciliation settlement distributed no later than the first day of May of the following year. The income tax distribution shall be distributable only if the Company has sufficient cash available for distribution. For purposes of the preceding sentence, cash available shall mean cash on hand available from operations and not needed by the Company to pay current expenses and debt service. Any income tax distributions shall be an offset against further pro-rata Distributions as may be distributed to the Members by the Company. SECTION 3.2. DISTRIBUTIONS TO BE MADE IN CASH OR RECEIVABLES. Unless otherwise unanimously determined by the Members, all Distributions to the Members and Successors shall be made in cash or timeshare receivables. In no event shall any Member or Successor be compelled or permitted to accept a Distribution of any property other than cash from or receivables of the Company unless all Members and Successors consent and receive undivided ownership interests therein that are in the same proportions as they would have shared in a cash distribution equal to the value of such property at the time of such Distribution. SECTION 3.3. WITHHOLDING OF DISTRIBUTIONS. Any Member or Successor may, at its election and upon notice to the affected Member or Successor (the "Debtor Party") and the Management Committee, withhold or cause to be withheld from any payment or distribution provided to be made under this Agreement by the Company to the Debtor Party any sum or amount that the Debtor Party owes the Company or such Member or Successor under or by virtue of this Agreement which have been called for but which the Debtor Party has theretofore failed to make, and the amount so withheld shall be paid or contributed, as the case may be, on behalf of the Debtor Party, over to the Person or party (i.e., the Member, Successor or Company) entitled thereto. For purposes of all computations, distributions, and the allocations hereunder, any amount so withheld and paid over to another party or Person shall nevertheless be deemed to have been contributed by or paid or distributed to the Debtor Party. The rights and remedies provided in this Section are in addition to, and not in limitation of, any other rights and remedies provided under this Agreement or under applicable law. SECTION 3.4. DISTRIBUTIONS OF CAPITAL; NO INTEREST ON CAPITAL CONTRIBUTIONS; LIMITATION ON CONTRIBUTIONS. Except as provided in the Act and in this Article III or in Article VII, (A), no Member or Successor shall be entitled to withdraw or to receive Distributions of or against his/her/its capital contributions; (B) no Member or Successor shall be paid interest on any capital contribution; and (C) no Member or Successor shall have any priority over other Members and Successors as to contributions or as to compensation by way of income. 8

ARTICLE 4. ALLOCATION OF PROFITS AND LOSSES SECTION 4.1. PROFITS AND LOSSES. Subject to Sections 4.2 and 4.3, the Company's income, gains, losses, deductions and credits (and items thereof) for each fiscal year of the Company, shall be allocated among the Members and Successors (for both book and tax purposes) in proportion to their respective Distribution Percentages. SECTION 4.2. ALLOCATIONS WITH RESPECT TO TAX MATTERS. (A) Solely for tax purposes, income, gain, loss and deduction with respect to property contributed to the Company by any Member or Successor shall be allocated in accordance with Section 704(c) of the Code, Treasury Regulations issued thereunder, and Treasury Regulations Section 1.704-1(b)(2)(iv)(g), so as to take account of any variation between the basis of Member BCLLC in the Property to the Company and its fair

ARTICLE 4. ALLOCATION OF PROFITS AND LOSSES SECTION 4.1. PROFITS AND LOSSES. Subject to Sections 4.2 and 4.3, the Company's income, gains, losses, deductions and credits (and items thereof) for each fiscal year of the Company, shall be allocated among the Members and Successors (for both book and tax purposes) in proportion to their respective Distribution Percentages. SECTION 4.2. ALLOCATIONS WITH RESPECT TO TAX MATTERS. (A) Solely for tax purposes, income, gain, loss and deduction with respect to property contributed to the Company by any Member or Successor shall be allocated in accordance with Section 704(c) of the Code, Treasury Regulations issued thereunder, and Treasury Regulations Section 1.704-1(b)(2)(iv)(g), so as to take account of any variation between the basis of Member BCLLC in the Property to the Company and its fair market value at the time of contribution. The Members have agreed that the fair market value of the Property is Seventy Thousand Dollars ($70,000.00) per acre (as such acreage is depicted on the Survey above referred to), regardless of the basis of Member BCLLC in the Property. (B) For purposes of determining shares of nonrecourse liabilities of the Company under Treasury Regulations Section 1.752-3(a)(3), it is hereby specified (in accordance with such Treasury Regulations) that the percentage interest in Company profits of each Member or Successor is the same as his or her Distribution Percentage. (C) If the Company "revalues" its property under the provisions of Treasury Regulations Section 1.704-1-(b)(2) (iv)(f), the capital accounts ("Capital Accounts") shall be adjusted in accordance with Treasury Regulations Section 1.704-(b)(2)(iv)(g) for allocations of depreciation, depletion, amortization, and gain or loss, as computed for book purposes, with respect to so much of the Company's property as has been subject to such "revaluation" as that term is used in Treasury Regulations Section 1.704-1(b)(2)(iv)(f) (the "Revalued Property"). The distributive shares of the Members and Successors of depreciation, depletion, amortization and gain or loss with respect to Revalued Property, as computed for tax purposes, shall be determined so as to take account of the variation between the adjusted tax basis and book value of such Revalued Property in the same manner as under Section 704(c) of the Code. (D) If during any taxable year of the Company there is a change in the Interest of any Member or Successor in the Company, then the Management Committee shall cause the allocations of the Company's income, gains, losses, deductions and credits (and items thereof) to be made in a manner which takes into account the varying interests of the Members and Successors in the Company during such taxable year in accordance with Code Section 706(d) and the Treasury Regulations thereunder. (E) The Management Committee is hereby authorized and directed to specially allocate items of income, gain, loss and deduction among the Members during any fiscal year of the Company and/or upon the Company's liquidation and termination (in any reasonable manner which they determine appropriate) so as to cause the Members' Capital Accounts to be consistent with the manner in which they agreed to share partnership distributions under the 9

Prior Agreement and distributions hereunder (as reflected in Article III and Section 8.4). Each Member agrees that he or she will not (1) file any federal, state, or local income tax return which would be inconsistent or at variance herewith; or (2) challenge or contest the validity of proprietary of the allocations made under the authority of this Section by the Management Committee. SECTION 4.3. NONRECOURSE DEDUCTIONS AND MINIMUM GAIN CHARGEBACKS. (A) The Company's Nonrecourse Deductions, if any, for each fiscal year of the Company shall, subject to Section 4.2 (relating to, among other things, allocations to take into account book/tax disparities), be allocated to the Members, for both book and tax purposes, in accordance with their relative Distribution Percentages during such period. The Company's Partner Nonrecourse Deductions, if any, shall be allocated among the Members in accordance with Treasury Regulations Section 1.704-2(i).

Prior Agreement and distributions hereunder (as reflected in Article III and Section 8.4). Each Member agrees that he or she will not (1) file any federal, state, or local income tax return which would be inconsistent or at variance herewith; or (2) challenge or contest the validity of proprietary of the allocations made under the authority of this Section by the Management Committee. SECTION 4.3. NONRECOURSE DEDUCTIONS AND MINIMUM GAIN CHARGEBACKS. (A) The Company's Nonrecourse Deductions, if any, for each fiscal year of the Company shall, subject to Section 4.2 (relating to, among other things, allocations to take into account book/tax disparities), be allocated to the Members, for both book and tax purposes, in accordance with their relative Distribution Percentages during such period. The Company's Partner Nonrecourse Deductions, if any, shall be allocated among the Members in accordance with Treasury Regulations Section 1.704-2(i). (B) If there is a net decrease in Partnership Minimum Gain and/or Partner Nonrecourse Minimum Gain during a fiscal year of the Company, then prior to making the other allocations provided for in this Article IV for such fiscal year, the Members shall be allocated items of income and gain for such year in the manner and relative amounts, if any, required by the applicable provisions of Treasury Regulations Section 1.704-2 regarding minimum gain chargebacks and/or the chargebacks of partner nonrecourse debt minimum gain as applicable. (C) For purposes of this Section, the terms "Nonrecourse Deductions," "Partner Nonrecourse Deductions," "Partnership Minimum Gain" and "Partner Nonrecourse Debt Minimum Gain" shall have the same meaning ascribed to such phrases in Treasury Regulations Section 1.704-2. (D) The allocations set forth in the foregoing provisions of this Section 4.3 shall be made after taking into account all distributions under Articles III or VIII through the end of the period in question. ARTICLE 5. ACCOUNTING SECTION 5.1. ACCOUNTING METHODS; COMPANY RECORDS. (A) The Company's books and records shall be prepared in accordance with generally accepted accounting principles, consistently applied, except that the Capital Accounts of the Members and Successors shall be maintained as provided in this Agreement. An annual audit shall be conducted, which audit shall be completed at the cost of the Company, no later than ninety (90) days after the Company's fiscal year. The Company shall be on the accrual basis for both tax and accounting purposes. All federal, state and local tax returns of the Company shall be prepared by a firm of certified public accountants selected by the Management Committee. Member Bluegreen is hereby designated as the "Tax Matters Partner" (as such term is defined in Section 6231(a)(7) of the Code) or the equivalent representative for the Company. The 10

Tax Matters Partner shall make any and all tax elections to be made by the Company and may, to the extent determined by the Tax Matters Partner from time to time, elect, in the best interests of the Company, to deviate from Section 4.2 and Section 4.3. (B) The Management Committee shall cause the Company to comply with all record keeping requirements imposed by the Act, and shall provide each Member with the opportunity to inspect and copy such records (at such Member's expense), at reasonable intervals, during ordinary business hours. Neither the Management Committee nor any Member shall have any obligation to provide to any other Member a copy of the Articles of Organization or any other document filed with the Delaware Secretary of State or other governmental authority on behalf of the Company. SECTION 5.2. FISCAL YEAR. The fiscal year of the Company shall be the calendar year or as may be determined by the Management Committee. SECTION 5.3. BANK ACCOUNTS; TITLE TO BUSINESS PROPERTY. The funds of the Company shall

Tax Matters Partner shall make any and all tax elections to be made by the Company and may, to the extent determined by the Tax Matters Partner from time to time, elect, in the best interests of the Company, to deviate from Section 4.2 and Section 4.3. (B) The Management Committee shall cause the Company to comply with all record keeping requirements imposed by the Act, and shall provide each Member with the opportunity to inspect and copy such records (at such Member's expense), at reasonable intervals, during ordinary business hours. Neither the Management Committee nor any Member shall have any obligation to provide to any other Member a copy of the Articles of Organization or any other document filed with the Delaware Secretary of State or other governmental authority on behalf of the Company. SECTION 5.2. FISCAL YEAR. The fiscal year of the Company shall be the calendar year or as may be determined by the Management Committee. SECTION 5.3. BANK ACCOUNTS; TITLE TO BUSINESS PROPERTY. The funds of the Company shall be deposited in such bank accounts, or invested in such interest-bearing or non-interest-bearing investments in the Company's name, as shall be determined by the Management Committee. The funds of the Company shall not be commingled with the funds of any other Person and the Management Committee shall not employ, or permit or cause any other Person to employ such finds in any manner except for the benefit of the Company. Title to the Business Property shall be held, and conveyances thereof shall be made, in the name of the Company. Each bank account shall have provided thereon signatures of Member Bluegreen or such parties as designated by Member Bluegreen. SECTION 5.4. CAPITAL ACCOUNTS. A Capital Account shall be maintained for each Member and Successor, consistent with the provisions of Section 5.6, and adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv) and in accordance with the provisions of this Agreement. SECTION 5.5. 754 ELECTION. In the case of a transfer of an Interest which is permitted by this Agreement and which is made in the manner provided in Section 743 of the Code, then upon the request of the transferee of such Interest, the Company shall file an election under Section 754 of the Code pursuant to the Treasury Regulations applicable thereto. SECTION 5.6. TAX STATUS. Any provision of this Agreement to the contrary notwithstanding, solely for federal and state income tax purposes, each party hereto recognizes and acknowledges that it is the Members' intention that the Company will be a limited liability company classified as a partnership for federal income tax purposes and subject to all provisions of Subchapter K of Chapter 1 of Subtitle A of the Code; PROVIDED, HOWEVER, the filing of federal and state income tax returns shall not be construed to extend the purposes or expand the obligations or liabilities of the Company, nor shall it be construed to create a partnership (other than for tax purposes) or any other agency relationship between the Members. 11

ARTICLE 6. POWERS, RIGHTS AND DUTIES OF THE MEMBERS SECTION 6.1. MANAGEMENT AUTHORITY AND DUTIES OF MEMBERS. (A) Subject to Section 6.3 and the other rights specifically granted to the Members under the terms of this Agreement, the business and affairs of the Company shall be managed under the direction and control of a management committee (the "Management Committee") which shall consist of three (3) individuals, who need not be Members. John L. Morris, George Donovan and Patrick Rondeau shall be the initial members of the Management Committee. At all times and for all purposes, Member Bluegreen or its successor shall have the irrevocable power, authority and right to appoint two (2) members of the Management Committee and Member BCLLC shall have the irrevocable power and authority to appoint one (1) member of the Management Committee. Those Members so empowered may remove and replace their designee(s) to the Management Committee on written notice to all Members. The Management Committee shall have the exclusive right, power, authority and responsibility to manage and operate the business and affairs of the Company and to make all decisions with respect thereto and enter into transactions on behalf of the Company for carrying on the

ARTICLE 6. POWERS, RIGHTS AND DUTIES OF THE MEMBERS SECTION 6.1. MANAGEMENT AUTHORITY AND DUTIES OF MEMBERS. (A) Subject to Section 6.3 and the other rights specifically granted to the Members under the terms of this Agreement, the business and affairs of the Company shall be managed under the direction and control of a management committee (the "Management Committee") which shall consist of three (3) individuals, who need not be Members. John L. Morris, George Donovan and Patrick Rondeau shall be the initial members of the Management Committee. At all times and for all purposes, Member Bluegreen or its successor shall have the irrevocable power, authority and right to appoint two (2) members of the Management Committee and Member BCLLC shall have the irrevocable power and authority to appoint one (1) member of the Management Committee. Those Members so empowered may remove and replace their designee(s) to the Management Committee on written notice to all Members. The Management Committee shall have the exclusive right, power, authority and responsibility to manage and operate the business and affairs of the Company and to make all decisions with respect thereto and enter into transactions on behalf of the Company for carrying on the Business. The Management Committee (1) may designate one or more of the members thereof to act alone in respect of any Company matter or determination; or (2) delegate to one or more Persons, who may or may not be Members, ministerial authority to conduct the day-to-day operations of the Company. Unless otherwise so delegated by the Management Committee, no Member shall have any right or power to act for or on behalf of the Company or make decisions with respect thereto. Decisions of the Management Committee within its scope of authority shall be binding upon the Company and each Member. Any act or decision by the Management Committee shall require the approval of two (2) members of the Management Committee whose determination shall be binding on all of the members thereof and the Members of the Company. (B) Unless otherwise expressly provided in a written notice of a meeting, meetings of the Management Committee shall be held at the principal place of business of the Company or at any other place that a majority of the members of the Management Committee determine. In the alternative, meetings may be held by conference telephone in which each member of the Management Committee can participate. The presence of at least a majority (by number) of the members of the Management Committee shall constitute a quorum for the transaction of business. Meetings shall be held as (i) determined by the Management Committee, or (ii) as requested by any member of the Management Committee. Meetings shall be at least twice per fiscal year; however any meetings of the Management Committee requested by any member of the Management Committee shall not be in excess of (i) four (4) times a year during the Construction Period (which Construction Period, for purposes of this Agreement, shall be defined as the term of three (3) years commencing upon the execution date hereof); or (ii) two (2) times a year after the termination of the Construction Period. Any meetings of the Management Committee shall be held upon at least ten (10) business days' prior written notice delivered by the Management Committee to the members of the Management Committee. Such notice shall specify the time and place of such meeting and the purpose for such meeting. The Management Committee may make 12

decisions, without holding a meeting, by written consent of a majority of the members of the Management Committee. Minutes of each meeting and a record of each decision shall be kept by the designee of the Management Committee and shall be given to the Members promptly after the meeting. (C) The Management Committee shall, as soon as practicable, unanimously agree upon and appoint an individual as manager (the manager, or any successor thereto, being hereinafter collectively referred to as the "General Manager") to supervise the day-to-day operations of the Company. The General Manager shall be subject to the general supervision and control of the Management Committee and shall carry out the policy decisions made by the Management Committee. At each regular meeting of the Management Committee (and, when requested by any member thereof, at any special meeting of the Management Committee), the General Manager shall be present and shall report to the Management Committee on the operations of the Company or any other matters as any member of the Management Committee may request. The General Manager may be removed and replaced at any time and for any reason (or no reason) by the Management Committee. (D) Member BCLLC shall have the right to approve schematic floor plans, building elevation plans and interior

decisions, without holding a meeting, by written consent of a majority of the members of the Management Committee. Minutes of each meeting and a record of each decision shall be kept by the designee of the Management Committee and shall be given to the Members promptly after the meeting. (C) The Management Committee shall, as soon as practicable, unanimously agree upon and appoint an individual as manager (the manager, or any successor thereto, being hereinafter collectively referred to as the "General Manager") to supervise the day-to-day operations of the Company. The General Manager shall be subject to the general supervision and control of the Management Committee and shall carry out the policy decisions made by the Management Committee. At each regular meeting of the Management Committee (and, when requested by any member thereof, at any special meeting of the Management Committee), the General Manager shall be present and shall report to the Management Committee on the operations of the Company or any other matters as any member of the Management Committee may request. The General Manager may be removed and replaced at any time and for any reason (or no reason) by the Management Committee. (D) Member BCLLC shall have the right to approve schematic floor plans, building elevation plans and interior design concepts as the same relate to the Big Cedar Timeshare Project; provided Member Bluegreen shall have the ultimate discretion to determine the same. (E) Each Member shall have the right to review and approve the annual operating budget, inclusive of the annual advertising budget, to be established from time to time by the Management Committee. The Management Committee shall seek input from each Member concerning the adoption of the annual operating budget and the annual advertising budget. (F) Notwithstanding any other provision contained herein to the contrary, the Big Cedar Timeshare Project shall be designed and constructed so that (a) the overall product cost which is to consist of the costs of land, fixtures, furnishing and equipment, central facilities building and amenities, and all soft costs (including by way of example, fees for architectural design, interior design, civil engineering, land planning, soil permitting, reimbursable expenses, costs to date, site improvements, contingencies, and capital interests) will not exceed twenty five percent (25%) of the net average sales price of each timeshare unit; and (b) provided each timeshare cabin unit (as opposed to villa units) shall be designed and constructed at a minimum of product cost equal to One Hundred Eighty Five Thousand and No/100 Dollars ($185,000.00); and provided further that it is anticipated by the Members that in respect to cabin units (as opposed to villa units) that real stone for fireplaces and real logs in cabin construction would be utilized, subject, however, to the right of Member Bluegreen to determine that construction will deviate from use of real stone and real logs, if use of the same would exceed the product cost based upon the above formula. SECTION 6.2. SPECIFIC AUTHORITY OF MANAGEMENT COMMITTEE AND GENERAL MANAGER. (A) Subject to the provisions of Section 6.2 and the other rights expressly granted to the Members hereunder, the Management Committee or, at the discretion of the Management Committee, the General Manager, by majority 13

vote if the General Manager is expressly so empowered, is hereby specifically authorized for, and in the name of and on behalf of the Company: (1) To manage and supervise the operations of the Business Property, including supervision of the acquisition, storage and processing of inventory, oversight of staffing and employment matters and establishing policies for the conduct of the Business; (2) To execute and deliver all instruments necessary or convenient in connection with the management, maintenance and operation of the Business Property; (3) To execute and deliver, in furtherance of any or all of the Purposes of the Company, any deed, lease, mortgage, promissory note, bill of sale, contract or other instrument effecting the conveyance, exchange or

vote if the General Manager is expressly so empowered, is hereby specifically authorized for, and in the name of and on behalf of the Company: (1) To manage and supervise the operations of the Business Property, including supervision of the acquisition, storage and processing of inventory, oversight of staffing and employment matters and establishing policies for the conduct of the Business; (2) To execute and deliver all instruments necessary or convenient in connection with the management, maintenance and operation of the Business Property; (3) To execute and deliver, in furtherance of any or all of the Purposes of the Company, any deed, lease, mortgage, promissory note, bill of sale, contract or other instrument effecting the conveyance, exchange or encumbrance of all or any part of the Business Property, or any interest therein, either to or from the Company, for the Purpose of carrying on the Business and to authorize others so to do, particularly by way of example and not limitation, to authorize others to convey and transfer timeshare interests in the Big Cedar Timeshare Project, and otherwise to appoint third parties for purposes of carrying out receivable financing transactions, including endorsement of consumer notes, assignment of consumer mortgages or deeds of trust, and related documentation, to effectuate receivable financing as relates to timeshare interest sales; (4) To borrow money and issue evidences of indebtedness, and assume existing indebtedness necessary, convenient or incidental to the accomplishment of the Business; (5) To prepay in whole or in part, refinance, recast, increase, modify or extend any mortgage or other indebtedness relating to the Company or the Business Property; (6) To engage in business with any Person who provides any services to, lends money to, sells property to or purchases property from, the Company; (7) To retain or employ and coordinate the services of employees, supervisors, accountants, attorneys, and other Persons necessary or appropriate to carry out the Business (provided that the Management Committee must unanimously agree on the identity of auditors, unless the auditors is a firm of certified public accountants commonly referred to as one of the big five); (8) To establish and fund, out of the Company's gross receipts or otherwise, such reserves for anticipated or contingent liabilities and working capital as the Management Committee reasonably deems appropriate and to reverse any such reserves not required; (9) To engage in any kind of activity and to perform and carry out such contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of, the Business; 14

(10) To handle all matters in connection with the construction of improvements to be constructed on the Business Property; (11) To perform all other duties and functions provided herein to be performed by the Management Committee, as in the discretion of the Management Committee so determined, (12) To accept instruments of indebtedness from consumer purchasers of timeshare interests and to sell or hypothecate such timeshare interests under any arrangements as may be established by the Management Committee on behalf of the Company, on such terms as may, from time to time, be acceptable to the Management Committee and to further pledge or sell collateral related to such timeshare interests to such third party financier as may be determined from time to time by the Management Committee; (13) To establish sales prices for timeshare interests and to sell or hypothecate timeshare receivables under any arrangements as may be established by the Management Committee on behalf of the Company, on such terms as may, from time to time, be acceptable to the Management Committee and to further pledge or sell collateral

(10) To handle all matters in connection with the construction of improvements to be constructed on the Business Property; (11) To perform all other duties and functions provided herein to be performed by the Management Committee, as in the discretion of the Management Committee so determined, (12) To accept instruments of indebtedness from consumer purchasers of timeshare interests and to sell or hypothecate such timeshare interests under any arrangements as may be established by the Management Committee on behalf of the Company, on such terms as may, from time to time, be acceptable to the Management Committee and to further pledge or sell collateral related to such timeshare interests to such third party financier as may be determined from time to time by the Management Committee; (13) To establish sales prices for timeshare interests and to sell or hypothecate timeshare receivables under any arrangements as may be established by the Management Committee on behalf of the Company, on such terms as may, from time to time, be acceptable to the Management Committee and to further pledge or sell collateral related to such timeshare interests to such third party financier as may be determined from time to time by the Management Committee; (14) To engage any and all personnel who, from time to time, may be determined by the Management Committee necessary or desirable to advance the Company or the Business of the Company; and (15) To purchase insurance to protect the interests of the Company. Such insurance purchased shall include, but not be limited to the following: (a) Workers' Compensation, providing Statutory Limits for Coverage A and limits of at least One Million and No/100 Dollars ($1,000,000.00) for coverage B (employers' liability); (b) Commercial or Comprehensive General Liability providing limits of at least One Million and No/100 Dollars ($1,000,000.00) on an occurrence form, including personal injury liability; (c) Business Auto, including owned, hired and non-owned coverage, with limits of at least One Million and No/100 Dollars ($1,000,000.00); (d) All Risks Builders Risk/Property coverage for construction projects, including interests of Company, contractors, and financial parties as their interests may appear; (e) Crime coverage, including the management and salespersons of the Company; and 15

(f) Umbrella/Excess Liability, in the name of the Company, with limits of not less than Twenty Five Million and No/100 Dollars ($25,000,000.00). The Management Committee and General Manager shall also be authorized to review periodically the need for additional coverage. (16) To require the following insurance to be in place for any independent contractors having any activity dealing with constructing "The Big Cedar Timeshare Project." (a) A Certificate of Insurance must indicate minimum limits of One Million and No/100 Dollars ($1,000,000.00) per occurrence for Commercial or Comprehensive General Liability (including contractual and completed operations liability coverages) and that coverage is on an Occurrence Form; (b) A Certificate indicating Statutory Workers' Compensation coverage and One Million and No/100 Dollars ($1,000,000.00) minimum of employers' liability coverage; (c) A Certificate indicating a minimum of One Million and No/100 Dollars ($1,000,000.00) per occurrence for

(f) Umbrella/Excess Liability, in the name of the Company, with limits of not less than Twenty Five Million and No/100 Dollars ($25,000,000.00). The Management Committee and General Manager shall also be authorized to review periodically the need for additional coverage. (16) To require the following insurance to be in place for any independent contractors having any activity dealing with constructing "The Big Cedar Timeshare Project." (a) A Certificate of Insurance must indicate minimum limits of One Million and No/100 Dollars ($1,000,000.00) per occurrence for Commercial or Comprehensive General Liability (including contractual and completed operations liability coverages) and that coverage is on an Occurrence Form; (b) A Certificate indicating Statutory Workers' Compensation coverage and One Million and No/100 Dollars ($1,000,000.00) minimum of employers' liability coverage; (c) A Certificate indicating a minimum of One Million and No/100 Dollars ($1,000,000.00) per occurrence for Business Auto Liability (including owned, hired and non-owned coverage). (d) A Certificate indicating builders all risk coverage (including items in transit), contractors equipment coverage (including coverage for owned, leased or rented equipment), and an Installation floater. All such coverages shall insure full or replacement value of materials and equipment at risk. (e) A Certificate must show Company and Owner have been endorsed on the policy as additional insureds under the General Liability and on any Umbrella/Excess coverage carried and that all policies contain a full waiver of subrogation against Owner and Company. A copy of policy endorsement showing additional insured status, waiver of subrogation, and any other special policy provisions which may exclude or limit our additional insured position must be attached to the Certificate. (f) All insurance required of Independent Contractor shall be primary and non-contributory with respect to any other insurance available to Company and Owner. Any and all deductibles and/or self-insured retentions shall be assumed by and be for the account of and at the sole risk of the Independent Contractor. (g) All insurance costs are for the account of the Independent Contractor and shall not be passed onto Company or Owner. (h) Higher limits and/or lower deductibles or self-insured retentions may be required for certain contractors or on certain projects as determined by Company's or Owner's Risk Management departments. 16

(i) The Certificate must indicate a firm thirty (30) day notice of cancellation or change. (j) Certified copies of all policies shall be furnished to Company's or Owner's Risk Management Departments, upon request. (k) All Certificates must be mailed to: Risk Management Department, 2500 E. Kearney, Springfield, MO 65898 at the time of execution of this contract, annually upon policy renewal, and at any other time requested by Company or Owner. (B) Any Person dealing with the Company or the Management Committee may rely upon a certificate signed by a majority of the Management Committee as to (i) the identity and authority of the General Manager; (ii) authorization to conduct any business on behalf of the Company; (iii) the identity and authority of any representative or agent of the Company for purposes of carrying on the business and affairs of the Company, including but not limited to, sales and marketing of timeshare interests and the hypothecation, sale and endorsement of evidences of indebtedness as respects the sale of timeshare interests and collateral related thereto; or (iv) any matter upon which the Management Committee may set forth on such certificate, including any

(i) The Certificate must indicate a firm thirty (30) day notice of cancellation or change. (j) Certified copies of all policies shall be furnished to Company's or Owner's Risk Management Departments, upon request. (k) All Certificates must be mailed to: Risk Management Department, 2500 E. Kearney, Springfield, MO 65898 at the time of execution of this contract, annually upon policy renewal, and at any other time requested by Company or Owner. (B) Any Person dealing with the Company or the Management Committee may rely upon a certificate signed by a majority of the Management Committee as to (i) the identity and authority of the General Manager; (ii) authorization to conduct any business on behalf of the Company; (iii) the identity and authority of any representative or agent of the Company for purposes of carrying on the business and affairs of the Company, including but not limited to, sales and marketing of timeshare interests and the hypothecation, sale and endorsement of evidences of indebtedness as respects the sale of timeshare interests and collateral related thereto; or (iv) any matter upon which the Management Committee may set forth on such certificate, including any matter in respect to which the Management Committee may take action regarding sales and marketing of timeshare interests and involvement of third parties for financing respecting such timeshare interests, whether by hypothecation or sale. SECTION 6.3. RESTRICTIONS ON AUTHORITY OF THE MANAGEMENT COMMITTEE AND THE GENERAL MANAGER; MAJOR DECISIONS. (A) In addition to the limitations set forth elsewhere herein, neither the Management Committee nor the General Manager shall undertake or cause the Company to undertake any of the following without the consent of all of the Members: (1) Do any act in contravention of this Agreement; (2) Possess Company property, or assign the Company's rights in specific Company property in trust for creditors, or in the assignee's promise to pay the debts of the Company, or for other than a purpose of the Company; (3) Admit additional or substitute Members to the Company except as otherwise provided herein; (4) Change or reorganize the Company into any other legal form; (5) Cause the Company to engage in any business other than the Business or extend the scope of the Business, by implication or otherwise; (6) The acquisition by the Company of any other real estate or any interest therein, property or assets not related to the Business Property; 17

(7) Effect the sale or transfer of all or substantially all of the Business Property; (8) Make any expenditure which will be considered "capital" in nature under generally acceptable accounting principles, if such expenditure would be a departure from the annual operating budget; (9) Make any Distribution of the Business Property to Members other than cash or receivables or make any Distribution by the Company other than in accordance with Articles 3 or 8; (10) Appointment of the General Manager as described in Section 6.1(C); or (11) Enter into any agreement with a Member or any Affiliate of a Member, other than in the ordinary course of business of the Company.

(7) Effect the sale or transfer of all or substantially all of the Business Property; (8) Make any expenditure which will be considered "capital" in nature under generally acceptable accounting principles, if such expenditure would be a departure from the annual operating budget; (9) Make any Distribution of the Business Property to Members other than cash or receivables or make any Distribution by the Company other than in accordance with Articles 3 or 8; (10) Appointment of the General Manager as described in Section 6.1(C); or (11) Enter into any agreement with a Member or any Affiliate of a Member, other than in the ordinary course of business of the Company. SECTION 6.4. MEETINGS AND VOTING BY MEMBERS. (A) Meetings of Members shall be held at the Company's principal place of business or such other place as designated by the Management Committee. Not less than ten (10) nor more than twenty (20) days before each meeting, the Person calling the meeting shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place and purpose of the meeting. (B) Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members' meetings, or is present at the meeting in person or by proxy. The presence in person or by proxy of a majority of the Distribution Percentage and a majority of the Management Committee shall constitute a quorum. A Member may vote either in person or by written proxy signed by the Member or by the Member's duly authorized attorney-infact. (C) A determination by those Members owning a majority or more of the Distribution Percentages shall be effective whether or not all Members are in attendance at any meeting in which such determination is made, or whether such determination is made by formal or informal, oral or written instructions of such Members, and such determination so made by the Members who may actually vote the proposed determination. Notwithstanding any provision in this Agreement to the contrary, in no event shall a Member who is in default under this Agreement at the time a vote is taken or a decision is made be entitled to vote (or give or withhold consent or approval) in respect of any act, determination, major decision or other decision of the Company. 18

SECTION 6.5. CONFLICTS OF INTEREST. (A) Neither the members of the Management Committee nor the General Manager shall be required to devote full time to their duties hereunder but shall devote reasonable time and effort thereto. (B) Subject to Section 6.10 and the other provisions of this Agreement, any Member or Affiliate of a Member may engage independently or with others in other business ventures of every nature and description. Neither the Company nor any Member shall have any right by virtue of this Agreement or the relationship created hereby in or to any other ventures or activities in which any Member or Affiliate of a Member is involved or to the income or proceeds derived therefrom, subject to the terms of this Agreement The pursuit of other ventures and activities by Members or Affiliates of a Member, even if directly competitive with the Business, is hereby consented to by the Members and shall not be deemed wrongful or improper, subject to the terms of this Agreement. No Member or Affiliate of a Member shall be obligated to present any particular business or investment opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be taken by the Company, and any Member or Affiliate of a Member shall have the right to take for his/her/its own account (individually or as a member or fiduciary), or to recommend to others, any such particular opportunity. Notwithstanding the foregoing, the relationship of the Members as respects conflicts of interest in competing businesses shall also be subject to the Marketing and Promotions Agreement. (C) No Member or any of its Affiliates, nor any officer, director, employee or former employee of any Member

SECTION 6.5. CONFLICTS OF INTEREST. (A) Neither the members of the Management Committee nor the General Manager shall be required to devote full time to their duties hereunder but shall devote reasonable time and effort thereto. (B) Subject to Section 6.10 and the other provisions of this Agreement, any Member or Affiliate of a Member may engage independently or with others in other business ventures of every nature and description. Neither the Company nor any Member shall have any right by virtue of this Agreement or the relationship created hereby in or to any other ventures or activities in which any Member or Affiliate of a Member is involved or to the income or proceeds derived therefrom, subject to the terms of this Agreement The pursuit of other ventures and activities by Members or Affiliates of a Member, even if directly competitive with the Business, is hereby consented to by the Members and shall not be deemed wrongful or improper, subject to the terms of this Agreement. No Member or Affiliate of a Member shall be obligated to present any particular business or investment opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be taken by the Company, and any Member or Affiliate of a Member shall have the right to take for his/her/its own account (individually or as a member or fiduciary), or to recommend to others, any such particular opportunity. Notwithstanding the foregoing, the relationship of the Members as respects conflicts of interest in competing businesses shall also be subject to the Marketing and Promotions Agreement. (C) No Member or any of its Affiliates, nor any officer, director, employee or former employee of any Member or its Affiliates, shall be deemed to be in breach hereof or have any obligation, or be liable, to any Member or the Company for exercising any of the rights of such Member or such Affiliate under this Agreement, or for exercising or failing to exercise its rights hereunder, or for breach of any other duty to any Member or the Company by reason of such conduct, other than an act which constitutes fraud or bad faith. SECTION 6.6. TRANSACTIONS WITH MEMBERS AND AFFILIATES. The Company may enter into agreements with one or more Members or Affiliates of a Member to provide leasing, management, legal, accounting, architectural, brokerage, development or other services or to buy, sell or lease assets to or from the Company, provided that any such transactions shall be unanimously approved by the Management Committee and shall be at rates at least as favorable to the Company as those available from unaffiliated parties. The validity of any transaction, agreement or payment involving the Company and any Member or Affiliate of a Member otherwise permitted hereunder shall not be affected by reason of the relationship between such Person and the Company or any of its Members. Despite the above, the Members agree that the Management Committee has unanimously approved and accepted those agreements entitled the Administrative Services Agreement by and between Bluegreen/Big Cedar Vacations, LLC and Bluegreen Vacations Unlimited, Inc.; the Marketing and Promotions Agreement by and between Bass Pro, Inc., Member BCLLC, Bluegreen Vacations Unlimited, Inc and 19

the Company; the Operational Services and Integration Agreement by and between the Company, Big Cedar Resort Club Owners Association, Inc. ("Owners Association") and Member BCLLC; the Contribution Agreement by and between Member Bluegreen and Member BCLLC; and the Servicing Agreement by and between Bluegreen Corporation and the Company, together with those certain agreements as may exist by and between Member Bluegreen or Affiliates of Member Bluegreen to provide management services to the Owners' Association at the Big Cedar Timeshare Project, title services, including title insurance, and exchange and/or reservation services respecting use of the Big Cedar Timeshare Project (to be at the expense of the timeshare user or participant) ("Approved Agreements"). SECTION 6.7. LIABILITY AND INDEMNIFICATION OF THE MANAGEMENT COMMITTEE, GENERAL MANAGER, MEMBERS AND AFFILIATES. (A) Neither any member of the Management Committee nor the General Manager, a Member, or an Affiliate of a Member shall be liable, responsible, or accountable in damages or otherwise to the Company or to the Members for any action taken or failure to act on behalf of the Company unless such action or omission constitutes fraud or bad faith.

the Company; the Operational Services and Integration Agreement by and between the Company, Big Cedar Resort Club Owners Association, Inc. ("Owners Association") and Member BCLLC; the Contribution Agreement by and between Member Bluegreen and Member BCLLC; and the Servicing Agreement by and between Bluegreen Corporation and the Company, together with those certain agreements as may exist by and between Member Bluegreen or Affiliates of Member Bluegreen to provide management services to the Owners' Association at the Big Cedar Timeshare Project, title services, including title insurance, and exchange and/or reservation services respecting use of the Big Cedar Timeshare Project (to be at the expense of the timeshare user or participant) ("Approved Agreements"). SECTION 6.7. LIABILITY AND INDEMNIFICATION OF THE MANAGEMENT COMMITTEE, GENERAL MANAGER, MEMBERS AND AFFILIATES. (A) Neither any member of the Management Committee nor the General Manager, a Member, or an Affiliate of a Member shall be liable, responsible, or accountable in damages or otherwise to the Company or to the Members for any action taken or failure to act on behalf of the Company unless such action or omission constitutes fraud or bad faith. (B) The Company shall, to the fullest extent permitted under the Act, indemnify and hold harmless the members of the Management Committee, the General Manager, the Members and their Affiliates from any loss, damage, liability, or expense incurred or sustained by them by reason of any act performed or any omission for or on behalf of the Company, including any judgment, award, settlement, reasonable attorneys' fees, and other costs and expenses (which may be advanced by the Company) incurred in connection with the defense of any actual or threatened action, proceeding or claim. (C) The members of the Management Committee, the General Manger and each Member hereby agrees to indemnify and hold the Company wholly and completely harmless from any liability, cost or damage that any such indemnified party may incur (including reasonable legal and other expenses incurred in defending against such liability, cost or damage) as a result of such indemnifying party's fraud or bad faith. No amount paid hereunder shall be treated as a capital contribution or a loan by the party making such payment. SECTION 6.8. COMPENSATION AND REIMBURSEMENT OF THE MEMBERS. (A) The Company shall not pay the Members any salary or other compensation for acting as Members hereunder; provided, however that the Company may pay a Member for goods received or services provided by that Member to the Company pursuant to any authorized agreement by and between the Company and any Member, including, but not limited to the Approved Agreements. The General Manager shall receive a salary for serving in such capacity in such amounts and on such terms as may be approved by the Management Committee. (B) Except as set forth in this subsection (B), or otherwise provided pursuant to any agreement entered into by and between the Company and a Member (specifically to include those agreements referenced hereinabove in Section 6.8(A), each Member shall be responsible for paying all expenses necessary to permit such Member to carry out such Member's duties and obligations hereunder and such expenses shall not be reimbursed by the Company 20

or treated as a contribution to the capital of the Company by such Member. The Company shall reimburse the members of the Management Committee and the General Manager for all reasonable out-of-pocket expenses incurred by them in connection with the discharge of their obligations under this Agreement in such capacity or otherwise incurred by them on behalf of the Company. (C) The rights to reimbursement under this Section shall not be effected by the disallowance for tax purposes, in whole or in part, any amounts reimbursed under the foregoing provisions of this Section. SECTION 6.9. LIABILITY FOR COMPANY DEBTS AND OBLIGATIONS. No Member shall be personally liable for any of the expenses, liabilities or obligations of the Company except to the extent expressly provided in Sections 2.2, 6.8(C) or 7.1(C), or in an agreement executed by such Member evidencing his or her

or treated as a contribution to the capital of the Company by such Member. The Company shall reimburse the members of the Management Committee and the General Manager for all reasonable out-of-pocket expenses incurred by them in connection with the discharge of their obligations under this Agreement in such capacity or otherwise incurred by them on behalf of the Company. (C) The rights to reimbursement under this Section shall not be effected by the disallowance for tax purposes, in whole or in part, any amounts reimbursed under the foregoing provisions of this Section. SECTION 6.9. LIABILITY FOR COMPANY DEBTS AND OBLIGATIONS. No Member shall be personally liable for any of the expenses, liabilities or obligations of the Company except to the extent expressly provided in Sections 2.2, 6.8(C) or 7.1(C), or in an agreement executed by such Member evidencing his or her agreement to be personally liable for such expense, liability or obligation. SECTION 6.10. NON-COMPETITION. (A) Notwithstanding any other provision of this Section 6.10 or other provision of this Operating Agreement, the Members agree as follows: (1) For the benefit of Member BCLLC and its Affiliates, Member Bluegreen, on behalf of itself and its Affiliates, agrees that neither it nor any of its Affiliates shall affiliate with, sell or offer for sale outdoor recreational products or services of any entity which sells such outdoor recreational products or services and which directly competes with the outdoor recreational products and services of Bass Pro, Inc. or Tracker Marine, LLC (Affiliates of Member BCLLC). The restrictions contained in this subparagraph shall terminate in the event that Member BCLLC, Bass Pro, Inc. or Tracker Marine, LLC file or have filed against them a bankruptcy proceeding. (2) For the benefit of Member Bluegreen and its Affiliates, Member BCLLC on behalf of itself and its Affiliates, agrees that neither it nor any of its Affiliates shall sell, market, advertise or promote any Resort Interest Program, excepting, however, the Big Cedar Timeshare Project, the Bluegreen Vacation Club, or any Bluegreen Timeshare Facility as offered by Member Bluegreen. Neither Member BCLLC nor its Affiliates shall develop any Resort Interest Program, except (i) in accordance with Member BCLLC's right to participate provided in Section 6.11, below; or (ii) in regard to Fractional Interest Developments as provided herein. Neither Member BCLLC nor any of its Affiliates shall affiliate with any entity for purpose of developing, marketing, promoting or advertising any other Resort Interest Program, excepting with Member Bluegreen and as excepting Fractional Interest Developments as provided for in this Agreement. Member BCLLC may sell, develop, market, advertise or promote a Fractional Interest Development if developed by Member BCLLC or its Affiliates, so long as such Fractional Interest Development contains no more than twenty-five (25) accommodations in the respective Fractional Interest Development. Such Fractional Interest Developments may, by way of example and not limitation, include projects owned or controlled by Member BCLLC and its Affiliates, existing at Valhalla Island, Florida; Floridian 21

Sports Club; Welaka, Florida; and Frying Pan River Ranch, Colorado. The restrictions contained in this subparagraph shall terminate in the event Member Bluegreen files or has filed against it a bankruptcy proceeding. SECTION 6.11. RIGHTS TO PARTICIPATE. The Members agree as follows: (A) MEMBER BCLLC'S RIGHT TO PARTICIPATE. It is acknowledged by the Members that Member Bluegreen is in the business of developing, marketing and selling timeshare projects. It is further acknowledged by the parties that there may arise the occasion where a timeshare project developed by Member Bluegreen may consider replicating the Big Cedar Timeshare Projects at other locations. Member Bluegreen agrees that so long as Member BCLLC is not the subject of a bankruptcy proceeding filed by or against it, Member BCLLC shall have the exclusive, irrevocable and absolute right to "Participate" (as herein defined) with Member Bluegreen in the development of future timeshare projects founded upon replication of the Big Cedar Timeshare Project. A timeshare project shall be deemed to be founded upon replication of the Big Cedar Timeshare Project if it is founded upon an outdoor/wilderness/rustic theme, utilizing lodges and cabins, irrespective of the selling price or the materials used to construct the project, provided that such timeshare project is determined to be

Sports Club; Welaka, Florida; and Frying Pan River Ranch, Colorado. The restrictions contained in this subparagraph shall terminate in the event Member Bluegreen files or has filed against it a bankruptcy proceeding. SECTION 6.11. RIGHTS TO PARTICIPATE. The Members agree as follows: (A) MEMBER BCLLC'S RIGHT TO PARTICIPATE. It is acknowledged by the Members that Member Bluegreen is in the business of developing, marketing and selling timeshare projects. It is further acknowledged by the parties that there may arise the occasion where a timeshare project developed by Member Bluegreen may consider replicating the Big Cedar Timeshare Projects at other locations. Member Bluegreen agrees that so long as Member BCLLC is not the subject of a bankruptcy proceeding filed by or against it, Member BCLLC shall have the exclusive, irrevocable and absolute right to "Participate" (as herein defined) with Member Bluegreen in the development of future timeshare projects founded upon replication of the Big Cedar Timeshare Project. A timeshare project shall be deemed to be founded upon replication of the Big Cedar Timeshare Project if it is founded upon an outdoor/wilderness/rustic theme, utilizing lodges and cabins, irrespective of the selling price or the materials used to construct the project, provided that such timeshare project is determined to be architecturally substantially similar to the Big Cedar Timeshare Project with use of the same materials as used in such project. The right to Participate of Member BCLLC and the Company hereunder shall terminate in the event that Member BCLLC files or has filed against it a bankruptcy proceeding and shall be subject to the following: (1) The right to Participate shall only apply to future timeshare projects developed by Member Bluegreen as are located within the United States and as are developed within ten (10) years from the date of execution of this Operating Agreement, extended for any periods of time during which the Marketing and Promotions Agreement made and entered into by and between Member Bluegreen and Member BCLLC and its Affiliate, Bass Pro, Inc., may be extended; provided that the right to Participate shall only apply so long as (a) the identity of the partners, general and limited, within Member BCLLC and their respective owners are the same at the time of election to Participate as they are upon execution of this Agreement, or (b) if not the same, so long as John L. Morris, his heirs or estate planning trustees have a material involvement with any substitute partner and, in all events, so long as such partners are not in competition with Member Bluegreen, nor are any competitors of Member Bluegreen otherwise involved nor participating therein. (2) The Right to Participate shall mean the right to co-develop and/or provide marketing and promotional services as such co-development or providing of services may be mutually agreed to by Member BCLLC and Bass Pro, Inc. on the one hand, and Bluegreen Vacations Unlimited, Inc. on the other. (3) Any election by Member BCLLC to participate shall be effective only if Member BCLLC, Member Bluegreen and Bass Pro, Inc. and its respective Affiliates execute a letter of understanding documenting their mutual agreement as to co-development and marketing and promotional services as relate to the proposed future timeshare project within sixty (60) days after Member BCLLC receives written notice from Member Bluegreen of its intent to develop an additional timeshare project meeting the requirements set forth hereinabove. Such notice by Member Bluegreen shall include a reasonable description of the 22

timeshare project. Such information as included in the notice shall be maintained by Member BCLLC as confidential information which may be disclosed by Member BCLLC only to inform Bass Pro, Inc. and their respective advisors, legal counsel, consultants and senior executives who have a need to know such information, and otherwise be disclosed only as required by applicable law. If Member BCLLC elects not to Participate or fails to perform as aforesaid, then Member Bluegreen may proceed with any additional timeshare projects without Participation or involvement of Member BCLLC. The right of Member BCLLC in this paragraph shall terminate if Member BCLLC files or has filed against it a bankruptcy proceeding. (B) MEMBER BLUEGREEN'S RIGHT TO PARTICIPATE. (1) If Member BCLLC or its Affiliates develop a respective Fractional Interest Development as above referred to (or develop any resort interest program as otherwise may be interpreted as permitted under this Agreement), and determine that the same is to be developed through the participation of an additional investor, whether by

timeshare project. Such information as included in the notice shall be maintained by Member BCLLC as confidential information which may be disclosed by Member BCLLC only to inform Bass Pro, Inc. and their respective advisors, legal counsel, consultants and senior executives who have a need to know such information, and otherwise be disclosed only as required by applicable law. If Member BCLLC elects not to Participate or fails to perform as aforesaid, then Member Bluegreen may proceed with any additional timeshare projects without Participation or involvement of Member BCLLC. The right of Member BCLLC in this paragraph shall terminate if Member BCLLC files or has filed against it a bankruptcy proceeding. (B) MEMBER BLUEGREEN'S RIGHT TO PARTICIPATE. (1) If Member BCLLC or its Affiliates develop a respective Fractional Interest Development as above referred to (or develop any resort interest program as otherwise may be interpreted as permitted under this Agreement), and determine that the same is to be developed through the participation of an additional investor, whether by joint venture, limited liability company, or otherwise, then Member BCLLC and its Affiliates agree that so long as Member Bluegreen is not the subject of a bankruptcy proceeding filed by or against it, the first option and right to so participate is hereby granted and shall be made available to Member Bluegreen and its Affiliates. Prior to offering any participation to any other party in any such Fractional Interest Development (or any other permitted resort interest development as may be interpreted as acceptable under the terms of this Agreement), Member BCLLC and its Affiliates shall provide the Right to Participate to Member Bluegreen. The right of Member Bluegreen to participate as herein provided shall be for ten (10) years from the date of execution of this Operating Agreement, extended for any period of time during which the Marketing and Promotions Agreement may be extended. (2) Any election by Member Bluegreen to participate shall be effective only if Member Bluegreen and Member BCLLC execute a letter of understanding documenting their mutual agreement as to Member Bluegreen's right to participate as relates to the Fractional Interest Development or other permitted Resort Interest development within sixty (60) days after Member Bluegreen receives written notice from Member BCLLC of its intent to develop a Fractional Interest Development or other permitted Resort Interest development. Such notice by Member BCLLC shall include a reasonable description of the proposed development. Such information as included in the notice shall be maintained by Member Bluegreen as confidential information which may be disclosed by Member Bluegreen only to inform their respective advisors, legal counsel, consultants and senior executives of Member Bluegreen who have a need to know such information otherwise be disclosed only as required by applicable law. If Member Bluegreen elects not to participate or fails to perform as aforesaid, then Member BCLLC may proceed with such respective Fractional Interest Development without participation or involvement of Member Bluegreen. The Right to Participate contained in this paragraph shall terminate in the event that Member Bluegreen files or has filed against a bankruptcy proceeding. If Member Bluegreen elects not to Participate, or fails to perform as aforesaid, then Member BCLLC may proceed without Participation or involvement of Member Bluegreen. 23

ARTICLE 7. TRANSFERS OF INTERESTS SECTION 7.1. RESTRICTIONS. (A) Except as provided in this Section 7.1and each sub-part hereof, no Member (or Successor) may, without the prior consent of all of the Members not then in default hereunder, effect a Transfer of all or any part of his or her Interest. "Transfer" means any voluntary or involuntary transfer, sale, assignment, exchange, encumbrance, charging order or hypothecation or other disposition. (B) Voluntary Transfers in violation of the provisions hereof shall be void and of no effect for any purpose. Members who have effected Transfers of all of their Interests shall have no further right, authority, and/or responsibility to participate in the management of the business and affairs of the Company. (C) Each party hereto acknowledges the reasonableness of the restrictions on Transfer imposed by this Agreement in view of the Company purposes and the relationship of the Members. Accordingly, the restrictions on Transfer contained herein shall be specifically enforceable. Each party hereto hereby further agrees to hold the

ARTICLE 7. TRANSFERS OF INTERESTS SECTION 7.1. RESTRICTIONS. (A) Except as provided in this Section 7.1and each sub-part hereof, no Member (or Successor) may, without the prior consent of all of the Members not then in default hereunder, effect a Transfer of all or any part of his or her Interest. "Transfer" means any voluntary or involuntary transfer, sale, assignment, exchange, encumbrance, charging order or hypothecation or other disposition. (B) Voluntary Transfers in violation of the provisions hereof shall be void and of no effect for any purpose. Members who have effected Transfers of all of their Interests shall have no further right, authority, and/or responsibility to participate in the management of the business and affairs of the Company. (C) Each party hereto acknowledges the reasonableness of the restrictions on Transfer imposed by this Agreement in view of the Company purposes and the relationship of the Members. Accordingly, the restrictions on Transfer contained herein shall be specifically enforceable. Each party hereto hereby further agrees to hold the Company and each Member (and such Member's Successors) wholly and completely harmless from any cost, liability, or damage (including reasonable attorneys' fees, liabilities for income taxes, and the cost of enforcing this indemnity) incurred by any of such indemnified Persons as a result of a Transfer or an attempted Transfer by such party in violation of this Agreement. (D) Notwithstanding any provisions contained hereinabove, the Members agree that John L. Morris and his heirs and estate planning trustees may transfer their interests in Member BCLLC from and after the date hereof to an entity which is controlled by John L. Morris, provided, however, that (i) neither the LLC nor Member Bluegreen, nor any Affiliate of Member Bluegreen shall be subject to any liability, expense, cost or obligation arising or resulting from such assignment; (ii) John L. Morris and Member BCLLC shall indemnify the LLC, Member Bluegreen and any Affiliate of Member Bluegreen from any costs expenses, liabilities or obligations as might arise or result from such assignment; and (iii) legal counsel to Member BCLLC and John L. Morris shall provide an opinion to the LLC. Member Bluegreen and any Affiliate of Member Bluegreen that, to the best of their knowledge, information and belief, after due inquiry and investigation, such assignment is valid, enforceable and in compliance with applicable law. SECTION 7.2. EFFECT OF ASSIGNMENT; DOCUMENTS. (A) All whole or partial Interests Transferred pursuant to the provisions of this Article VII shall be subject to the restrictions and obligations set forth in this Agreement and no Transfer of a whole or partial Interest otherwise permitted hereunder (except for a pledge or collateral assignment to another Person) shall be effective for any purpose unless and until the party to whom such Interest is being Transferred has executed this 24

Agreement (as amended) and agreed to be bound by all of its terms and provisions. Unless otherwise expressly agreed by the Members or expressly provided herein, no Transfer permitted hereunder shall relieve the assignor from any of its obligations under this Agreement accruing prior to such Transfer. (B) In the event ownership of any whole or partial Interest is transferred to any other Person in accordance with the provisions set forth in this Article VII, the successor to such Interest (a "Successor") shall succeed to such Interest as an assignee only under the Delaware Act and shall have no right, except as provided in (C) below, to become a substitute Member or to participate in the management of the business and affairs of the Company and shall not be considered a "Member" under this Agreement or be a "member" as that term is used in the Act with respect to such Interest; PROVIDED, HOWEVER, that such Successor shall, in addition to the other rights and obligations of a Successor herein expressly set forth, 1) be liable for the obligations of his or her assignor under this Agreement attributable to such Interest; (2) be subject to the continuing obligations attributable to such Interest under this Agreement; and (3) be entitled to receive the distributions attributable to such Interest under Articles III and VIII and allocations of profits and losses (and items) under Article IV. ARTICLE 8. DISSOLUTION OF THE COMPANY

Agreement (as amended) and agreed to be bound by all of its terms and provisions. Unless otherwise expressly agreed by the Members or expressly provided herein, no Transfer permitted hereunder shall relieve the assignor from any of its obligations under this Agreement accruing prior to such Transfer. (B) In the event ownership of any whole or partial Interest is transferred to any other Person in accordance with the provisions set forth in this Article VII, the successor to such Interest (a "Successor") shall succeed to such Interest as an assignee only under the Delaware Act and shall have no right, except as provided in (C) below, to become a substitute Member or to participate in the management of the business and affairs of the Company and shall not be considered a "Member" under this Agreement or be a "member" as that term is used in the Act with respect to such Interest; PROVIDED, HOWEVER, that such Successor shall, in addition to the other rights and obligations of a Successor herein expressly set forth, 1) be liable for the obligations of his or her assignor under this Agreement attributable to such Interest; (2) be subject to the continuing obligations attributable to such Interest under this Agreement; and (3) be entitled to receive the distributions attributable to such Interest under Articles III and VIII and allocations of profits and losses (and items) under Article IV. ARTICLE 8. DISSOLUTION OF THE COMPANY SECTION 8.1. LIQUIDATION EVENTS. (A) No act, thing, occurrence, event, or circumstance shall cause or result in the dissolution of the Company except that the earliest to occur of any of the following events (a "Liquidation Event") shall work an immediate dissolution of the Company: (1) December 31, 2050; (2) The sale or other disposition of all or substantially all of the Business Property; (3) A decision to do so approved by all Members; or (4) Subject to Section 8.2 below, any event (each a "Dissociation Event") described in Section 18-801 of the Act occurring with respect to a Member; PROVIDED, HOWEVER, that the Members hereby agree that, upon the occurrence of (a) a permitted Transfer in accordance with the provisions of Article VII; or (b) a voluntary withdrawal of a Member in violation of the terms of this Agreement, the business and affairs of the Company shall be automatically continued by the Company and such event shall not constitute a Dissociation Event for purposes of this Agreement. (B) Notwithstanding any provision of the Act, each Member hereby covenants and agrees that the Members have entered into this Agreement based on their mutual expectation that all Members will continue as Members and carry out the duties and obligations undertaken by them hereunder and that, except as otherwise expressly required or permitted hereby, each Member covenants and agrees not to (1) take any action to dissolve the Company; (2) 25

take any action that would cause a bankruptcy of such Member; (3) voluntarily withdraw or attempt to withdraw from the Company; (4) exercise any power under the Act to dissolve the Company; or (5) petition for judicial dissolution of the Company, without the unanimous consent of the Members not then in default hereunder. SECTION 8.2. RIGHT TO CONTINUE BUSINESS AND AFFAIRS OF COMPANY. (A) Upon the occurrence of a Dissociation Event with respect to a Member (the "Dissociation Member"), the Dissociating Member shall give notice thereof to the other Members and such remaining Member(s) may, within the ninety (90) day period following such occurrence, elect, by agreement of Members collectively holding more than fifty percent (50%) of the Distribution Percentages then held by Members, to continue the business and affairs of the Company for the balance of the term hereof (it being understood that if such an agreement is not executed within such ninety (90) day period, the Dissociation Event shall constitute a Liquidation Event). In the event any Member acquires knowledge of a Dissociation Event, that Member shall promptly give notice thereof,

take any action that would cause a bankruptcy of such Member; (3) voluntarily withdraw or attempt to withdraw from the Company; (4) exercise any power under the Act to dissolve the Company; or (5) petition for judicial dissolution of the Company, without the unanimous consent of the Members not then in default hereunder. SECTION 8.2. RIGHT TO CONTINUE BUSINESS AND AFFAIRS OF COMPANY. (A) Upon the occurrence of a Dissociation Event with respect to a Member (the "Dissociation Member"), the Dissociating Member shall give notice thereof to the other Members and such remaining Member(s) may, within the ninety (90) day period following such occurrence, elect, by agreement of Members collectively holding more than fifty percent (50%) of the Distribution Percentages then held by Members, to continue the business and affairs of the Company for the balance of the term hereof (it being understood that if such an agreement is not executed within such ninety (90) day period, the Dissociation Event shall constitute a Liquidation Event). In the event any Member acquires knowledge of a Dissociation Event, that Member shall promptly give notice thereof, specifying the nature of the Dissociation Event and the identity of the Dissociating Member, to the Company and all of the other Members (including the Dissociating Member) and such notice shall be deemed to be notice from the Dissociating Member for purposes of this Section. (B) If the remaining Member(s) so elect to continue the business and affairs of the Company: (1) The Company shall not dissolve and its business and affairs shall be carried on without interruption, and without the necessity of the execution of any confirmatory agreement, under the same name and under the same terms and provisions as are set forth in this Agreement (as the same may be amended by the remaining Members); and (2) The Management Committee shall take such steps and make such filings as may be required to reflect such Dissociation Event and the continuation of the business and affairs of the Company. SECTION 8.3. DISTRIBUTION OF PROCEEDS ON DISSOLUTION; WINDING UP; RESERVES. (A) Upon the Occurrence of a Liquidation Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members and neither the Management Committee nor any General Manager or Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up the Company's business and affairs. To the extent not inconsistent with the foregoing, all covenants and obligations in this Agreement shall continue in full force and effect until such time as Dissolution Proceeds have been distributed pursuant to this Section 8.4 and the Company has filed articles of termination. (B) The General Manager or, if there is no General Manager, a Member appointed by the Management Committee (in either case, the "Winding-Up Member") shall be responsible for overseeing the winding up and liquidation of the Company. As soon as reasonably practical after the occurrence of a Liquidation Event, the Winding-Up Member shall file a notice of winding up and take such other actions as are required under the Act to dispose or make provision for the known and unknown claims against the Company. After filing the 26

notice of winding up, the Winding-Up Member shall take full account of the Company's liabilities and the Business Property, cause the Business Property to be liquidated as promptly as is consistent with obtaining the fair value thereof, and shall cause the proceeds therefrom and any other assets and funds of the Company (collectively, the "Dissolution Proceeds") to the extent sufficient therefor, to be applied and distributed in the following order: (1) First, to the payment of all unpaid secured indebtedness of the Company to the extent of the lesser of the value of the secured property or the amount of the secured indebtedness; (2) Second, to the payment of the Company's remaining indebtedness, including any outstanding indebtedness under the Ad Loan, any Call Loan and any Member Loans (but excluding any other Distributions to Members or Successors), but if the amount available therefor shall be insufficient, then pro-rata on account thereof; and

notice of winding up, the Winding-Up Member shall take full account of the Company's liabilities and the Business Property, cause the Business Property to be liquidated as promptly as is consistent with obtaining the fair value thereof, and shall cause the proceeds therefrom and any other assets and funds of the Company (collectively, the "Dissolution Proceeds") to the extent sufficient therefor, to be applied and distributed in the following order: (1) First, to the payment of all unpaid secured indebtedness of the Company to the extent of the lesser of the value of the secured property or the amount of the secured indebtedness; (2) Second, to the payment of the Company's remaining indebtedness, including any outstanding indebtedness under the Ad Loan, any Call Loan and any Member Loans (but excluding any other Distributions to Members or Successors), but if the amount available therefor shall be insufficient, then pro-rata on account thereof; and (3) Third, the balance, if any, less such reserves ("Dissolution Reserves") as the Winding-Up Member reasonably determines are necessary or appropriate for anticipated or contingent expenses of the Company, shall be distributed to the Members and Successors pro-rata in accordance with their positive Capital Account balances. (C) To the extent the Winding-Up Member subsequently determines Dissolution Reserves (or any part thereof) to be unnecessary for Company expenses, he or she shall cause such amounts to be distributed or paid to the Members, Successors, or other Persons who would have received the proceeds comprising such Dissolution Reserves under this Section 8.3 as if such proceeds had not been used to fund Dissolution Reserves. (D) When all of the remaining property and assets of the Company have been applied and distributed as provided in this Section 8.4, the Winding-Up Member shall file articles of termination as provided in the Act and take such other actions as may be necessary to cause the Company to withdraw from all jurisdictions where the Company is then authorized to transact business. SECTION 8.4 NO LIABILITY. Each Member and Successor shall look solely to the assets of the Company for all distributions with respect to the Company and his or her capital contributions thereto and share of profits or losses thereof, and shall have no recourse therefor against any Member or Successor; PROVIDED, HOWEVER, that nothing herein contained shall relieve any Member or Successor of his or her obligation to make the required capital contributions herein provided or to pay any liability or indebtedness or perform any indemnity owing the Company or any other Member or Successor by such Member or successor by reason of this Agreement, and the Company and the other Members and Successors shall be entitled at all times to enforce such obligations of such Member or Successor. 27

ARTICLE 9. GENERAL SECTION 9.1 NOTICES/APPROVALS TO BE IN WRITING. Any notice, request, approval, consent, demand or other communication required or permitted hereunder shall be given in writing by (A) personal delivery; or (B) expedited delivery service with proof of delivery; or (C) United States Mail, postage prepaid, registered or certified mail, return receipt requested; or (D) prepaid telegram, facsimile, or telex, sent to the Company at the address set forth in Section 1.5 and/or the party to whom the communication is directed at the address set forth on Exhibit A, or to such different address as the addressee shall have designated by written notice sent in accordance herewith, and shall be deemed to have been given and received either at the time of personal delivery or, in the case of delivery service or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of such a confirmed telegram, facsimile, or telex, upon receipt. SECTION 9.2 AMENDMENTS. Except as otherwise provided in Section 9.6, this Agreement may be amended only by agreement executed by all the Members. SECTION 9.3 MISCELLANEOUS. Time is of the essence with respect to this Agreement. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. Except as herein otherwise specifically provided, this Agreement shall be binding upon and

ARTICLE 9. GENERAL SECTION 9.1 NOTICES/APPROVALS TO BE IN WRITING. Any notice, request, approval, consent, demand or other communication required or permitted hereunder shall be given in writing by (A) personal delivery; or (B) expedited delivery service with proof of delivery; or (C) United States Mail, postage prepaid, registered or certified mail, return receipt requested; or (D) prepaid telegram, facsimile, or telex, sent to the Company at the address set forth in Section 1.5 and/or the party to whom the communication is directed at the address set forth on Exhibit A, or to such different address as the addressee shall have designated by written notice sent in accordance herewith, and shall be deemed to have been given and received either at the time of personal delivery or, in the case of delivery service or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of such a confirmed telegram, facsimile, or telex, upon receipt. SECTION 9.2 AMENDMENTS. Except as otherwise provided in Section 9.6, this Agreement may be amended only by agreement executed by all the Members. SECTION 9.3 MISCELLANEOUS. Time is of the essence with respect to this Agreement. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware. Except as herein otherwise specifically provided, this Agreement shall be binding upon and inure to the benefit of the parties and their legal representatives, successors and assigns. Captions contained in this Agreement in no way define, limit or extend the scope or intent of this Agreement. If any provision of this Agreement, or the application of any such provision to any Person or circumstance shall be held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, the remainder of this Agreement, or the application of such provision to any other Persons or circumstances, shall not be affected thereby and shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof. In lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part hereof a provision as similar in terms to such illegal, invalid or unenforceable provision, as may be possible and be legal, valid and enforceable. Every exhibit, schedule and other appendix attached to this Agreement and referred to herein is incorporated in this Agreement by reference. All capitalized terms are defined herein and are used as so defined. This Agreement may be executed in several counterparts and all so executed shall constitute one Operating Agreement, binding on all the parties hereto, notwithstanding that all the parties are not signatories to the original or same counterpart. Should a provision of this Agreement require judicial interpretation, it is agreed that the judicial body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be more strictly construed against the party which itself, or through its agent, prepared the same, it being agreed that the agents of all parties have participated or had the opportunity to participate in the preparation of this Agreement. 28

SECTION 9.4 REMEDIES. (A) If the Company or any party obtains a judgment against any other party by reason of breach of this Agreement, a reasonable attorneys' fee as fixed by the court shall be included in such judgment. Any Member shall be entitled to maintain, on its own behalf or on behalf of the Company, any action or proceeding against any other Member, Successor, or the Company (including, any action for damages, specific performance, or declaratory relief) for or by reason of breach by such party of this Agreement, notwithstanding the fact that any or all of the parties to such proceeding may then be Members in the Company, and without dissolving the Company as a limited liability company; provided, however, that liability of any Member, successor or the Company for or by reason of breach by such party of this Agreement, shall be limited as set forth herein. (B) The remedies conferred upon the Company or any Member or Successor in this Agreement are intended to be exclusive of any other remedy herein or by law provided or permitted. No failure or delay on the part of a Member or the Company to exercise any right it may have in the event of an act or omission giving rise to a claim hereunder in accordance with the terms of this Agreement by a Member shall prevent the exercise of such right by such Member or the Company at any time such Member defaulting as provided for in this Agreement, may continue to be so in default, and no such failure or delay shall operate as a waiver of any default. Notwithstanding

SECTION 9.4 REMEDIES. (A) If the Company or any party obtains a judgment against any other party by reason of breach of this Agreement, a reasonable attorneys' fee as fixed by the court shall be included in such judgment. Any Member shall be entitled to maintain, on its own behalf or on behalf of the Company, any action or proceeding against any other Member, Successor, or the Company (including, any action for damages, specific performance, or declaratory relief) for or by reason of breach by such party of this Agreement, notwithstanding the fact that any or all of the parties to such proceeding may then be Members in the Company, and without dissolving the Company as a limited liability company; provided, however, that liability of any Member, successor or the Company for or by reason of breach by such party of this Agreement, shall be limited as set forth herein. (B) The remedies conferred upon the Company or any Member or Successor in this Agreement are intended to be exclusive of any other remedy herein or by law provided or permitted. No failure or delay on the part of a Member or the Company to exercise any right it may have in the event of an act or omission giving rise to a claim hereunder in accordance with the terms of this Agreement by a Member shall prevent the exercise of such right by such Member or the Company at any time such Member defaulting as provided for in this Agreement, may continue to be so in default, and no such failure or delay shall operate as a waiver of any default. Notwithstanding the limitations of liability as provided for in this Agreement, each party to this Agreement agrees that the Members would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages would not provide an adequate remedy in such event. Accordingly, it is agreed that, in addition to the remedies to which the nonbreaching Members may be entitled in accordance with the terms hereof the nonbreaching Members shall be entitled to injunctive relief to prevent breaches of the provisions of this Agreement and specifically to enforce the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having subject matter jurisdiction thereof. (C) No waiver by a Member or the Company of any breach of this Agreement shall be deemed to be a waiver of any other breach of any kind or nature and no acceptance of payment or performance by a Member or the Company after any such breach shall be deemed to be a waiver of any breach of this Agreement whether or not such Member or the company knows of such breach at the time it accepts such payment or performance. (D) The Members intend for the purpose and objectives of the Company to be reached and to that extent, they shall not unreasonably withhold their consent or approval. (E) In the event of any dispute or disagreement between the Members, such party shall give written notification of such dispute or disagreement to, if such party is BCLLC or any their Affiliates, George Donovan, or the person then performing the duties at Bluegreen currently performed by George Donovan ("BXG, CEO") and if such party is Bluegreen, acting as Bluegreen, Bluegreen Affiliates or the LLC, to John L. Morris, or the person performing the duties at BCLLC currently performed by John L. Morris ("Marketer, CEO"); and (iii) the CEOs shall communicate with each other promptly with a view to 29

resolving such dispute or disagreement within ninety (90) days of commencing any negotiations (or such extended period as the CEOs agree is appropriate in any such case). The foregoing shall be a condition precedent to applicability of the Remedies section, as provided in this paragraph 9.4. During any period of such communications, all services prior to any claimed default shall continue without any alteration or modification, except as acceptable to the party receiving such services. SECTION 9.5 REPRESENTATIONS AND WARRANTIES. Each Member warrants, represents, agrees and acknowledges: (1) that he or she has adequate means of providing for his or her current needs and foreseeable future contingencies, and anticipates no need now or in the foreseeable future to sell his or her Interest; (2) that he or she is acquiring his or her Interest for his or her own account as a long-term investment and without a present view to make any distribution, resale or fractionalization thereof; (3) that he/she and his/her independent counselors have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment involved in his or her acquisition of his or her Interest and they have evaluated the same; (4) that he or she is able to bear the economic risks of such investment; (5) that he/she and his/her independent counselors have made such investigation of the Company (including its business

resolving such dispute or disagreement within ninety (90) days of commencing any negotiations (or such extended period as the CEOs agree is appropriate in any such case). The foregoing shall be a condition precedent to applicability of the Remedies section, as provided in this paragraph 9.4. During any period of such communications, all services prior to any claimed default shall continue without any alteration or modification, except as acceptable to the party receiving such services. SECTION 9.5 REPRESENTATIONS AND WARRANTIES. Each Member warrants, represents, agrees and acknowledges: (1) that he or she has adequate means of providing for his or her current needs and foreseeable future contingencies, and anticipates no need now or in the foreseeable future to sell his or her Interest; (2) that he or she is acquiring his or her Interest for his or her own account as a long-term investment and without a present view to make any distribution, resale or fractionalization thereof; (3) that he/she and his/her independent counselors have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment involved in his or her acquisition of his or her Interest and they have evaluated the same; (4) that he or she is able to bear the economic risks of such investment; (5) that he/she and his/her independent counselors have made such investigation of the Company (including its business prospects and financial condition) and the Members have had access to all information regarding the Company and the Members, and have had an opportunity to ask all of the questions regarding the Company and the Members as they deem necessary to fully evaluate his or her investment therein; (6) that in connection with his or her acquisition of an Interest, he or she has been fully informed by his or her independent counsel as to the applicability of the requirements of the Securities Act of 1933 and all applicable state securities or "blue-sky" laws to his or her Interest; (7) that he or she understands that (a) his or her Interest is not registered under the Securities Act or any state securities law; (b) there is no market for his or her Interest and that he or she will be unable to transfer his or her Interest unless such is so registered or unless the transfer complies with an exemption from such registration (evidence of which must be satisfactory to counsel for the Company); (c) such Interest cannot be expected to be readily transferred or liquidated; and (d) his or her acquisition of an Interest in the Company involves a high degree of risk; and (e) that no representations are or have been made to him or her by the Management Committee, any Member, or their respective representatives as to any tax advantages which may inure to his or her benefit or as to the Company's status for tax purposes, and that he or she has relied upon his or her independent counsel with respect to such matters. SECTION 9.6 POWER OF ATTORNEY. (A) Each Member and Successor hereby irrevocably makes, constitutes, and appoints the members of the Management Committee as his or her true and lawful attorneys-in-fact to make, execute, sign, acknowledge and file with respect to this or any successor Company; (1) Such amendments to or restatements of the Company's Articles of Organization as may be required or appropriate pursuant to the provisions of this Agreement, or otherwise under the Act; (2) Any and all amendments or changes to this Agreement and the instruments described in subsection (1), as now or hereafter amended, which the Management Committee may deem necessary or appropriate to (a) effect a change or modification of the Company approved in accordance with the 30

terms of this Agreement, as amended, or (b) reflect (i) the exercise by the Management Committee of any power granted to them under this Agreement; (ii) any amendments adopted by the Members in accordance with the terms of this Agreement; (iii) the appointment of a successor member of the Management Committee or General Manager under Section 6.1; (iv) the admission of any substituted Member in accordance with Section 7.4; (v) the disposition by any Member of its Interest in compliance herewith; and (vi) the occurrence of any Dissociation Event or other event described in Section 347.123 of the Act if the Company is not dissolved and the Business is continued; (3) Any notice of winding up, articles of termination, cancellation of foreign registration, or other documents or instruments which may be deemed necessary or desirable by the Management Committee to effect the dissolution and liquidation of the Company after its termination as provided herein;

terms of this Agreement, as amended, or (b) reflect (i) the exercise by the Management Committee of any power granted to them under this Agreement; (ii) any amendments adopted by the Members in accordance with the terms of this Agreement; (iii) the appointment of a successor member of the Management Committee or General Manager under Section 6.1; (iv) the admission of any substituted Member in accordance with Section 7.4; (v) the disposition by any Member of its Interest in compliance herewith; and (vi) the occurrence of any Dissociation Event or other event described in Section 347.123 of the Act if the Company is not dissolved and the Business is continued; (3) Any notice of winding up, articles of termination, cancellation of foreign registration, or other documents or instruments which may be deemed necessary or desirable by the Management Committee to effect the dissolution and liquidation of the Company after its termination as provided herein; (4) All such other instruments, documents and certificates which may from time to time be required by the laws of the State of Delaware, the United States of America, or any political subdivision or agency thereof, to effectuate, implement, continue and defend the valid and subsisting existence of the Company and any other instruments, documents, or certificates required to qualify the Company to do business in any other state where it is required to so qualify; (B) The parties hereto hereby agree that the grant of the foregoing power of attorney is coupled with an interest and shall survive (1) the death, disability, legal incapacity, bankruptcy, insolvency, dissolution or cessation of existence of a Member or Successor; and (2) the delivery of an assignment by any Member or Successor of the whole or any part of his or her Interest in the Company, except that where an assignee of such Interest has been admitted as a substitute Member, as provided in Section 7.2, then the foregoing power of attorney of the assignor Member shall survive the delivery of such assignment for the sole purpose of enabling the Management Committee to execute, acknowledge and file any and all instruments necessary to effectuate such substitution. SECTION 9.7 FINANCIAL REPORTING. In addition to the requirements set forth in Section 5.1(A), the Management Committee, at respective meetings thereat, shall periodically, and at no time less than quarterly, establish financial reporting in respect to the Company, which financial reporting shall be delivered to Member BCLLC and Member Bluegreen, and which financial reporting shall be a compilation of sales of timeshare interests, income arising therefrom, and expenses of the Company, inclusive of marketing, sales and operating expenses. Such financial reporting shall include an income statement, balance sheet, financial statement or other information as may be reasonably required. ARTICLE 10. PUBLIC OFFERING Section 10.1 Upon agreement of all Members, the Company may conduct a public offering of all or part of its ownership Interests on such terms as they may agree. If all the Members so agree, they may effect a conversion of 31

ownership Interests from those of a limited liability company to ownership in a corporation. Section 10.2 This Section is severable from the balance of this Agreement and shall be disregarded in construction of this Agreement. ARTICLE 11. TRANSFER OF PROPERTY/CLUB ARRANGEMENT (A) Notwithstanding any other provisions contained herein to the contrary, Member Bluegreen, acting by and through any of its authorized representatives, is expressly authorized to transfer and convey timeshare interests as may exist in the Big Cedar Timeshare Project to purchasers thereof and accept therefor instruments of indebtedness relating to the sale and transfer of such timeshare interests, and is further authorized to sell or pledge such instruments of indebtedness, including promissory notes, mortgages or deeds of trust received from consumer purchasers of timeshare interests, which sales or pledges may be to such third party entities as in the discretion, from time to time, determined by Member Bluegreen. In furtherance thereof, Member Bluegreen may transfer, whether by sale, pledge or otherwise, any and all collateral related to the sale of such timeshare interests

ownership Interests from those of a limited liability company to ownership in a corporation. Section 10.2 This Section is severable from the balance of this Agreement and shall be disregarded in construction of this Agreement. ARTICLE 11. TRANSFER OF PROPERTY/CLUB ARRANGEMENT (A) Notwithstanding any other provisions contained herein to the contrary, Member Bluegreen, acting by and through any of its authorized representatives, is expressly authorized to transfer and convey timeshare interests as may exist in the Big Cedar Timeshare Project to purchasers thereof and accept therefor instruments of indebtedness relating to the sale and transfer of such timeshare interests, and is further authorized to sell or pledge such instruments of indebtedness, including promissory notes, mortgages or deeds of trust received from consumer purchasers of timeshare interests, which sales or pledges may be to such third party entities as in the discretion, from time to time, determined by Member Bluegreen. In furtherance thereof, Member Bluegreen may transfer, whether by sale, pledge or otherwise, any and all collateral related to the sale of such timeshare interests as such third party may request, including but not limited to consumer transaction documents relating to the sale of timeshare interests which accompany the deed of trust and promissory note related thereto. In addition, Member Bluegreen, acting by and through any of its authorized representatives, is expressly authorized to arrange and implement the involvement or inclusion of the Big Cedar Timeshare Project in the Bluegreen Vacation Club, and to provide for registration, marketing and sale of the timeshare interests in the Big Cedar Timeshare Project as a part of or otherwise affiliated with the Bluegreen Vacation Club. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written. BLUEGREEN VACATIONS UNLIMITED, INC. A FLORIDA CORPORATION
By: /s/ Patrick E. Rondeau ---------------------------------Please Print Name: Patrick E. Rondeau Its: President

BIG CEDAR, L.L.C., a Missouri Limited Liability Company By: Three Johns Company, a Missouri corporation, its Sole Member
By: /s/ Toni M. Miller ---------------------------------Please Print Name:: Toni M Miller Its: Vice President Finance

32

EXHIBIT A NAMES, ADDRESS, CONTRIBUTIONS AND DISTRIBUTION PERCENTAGES OF MEMBERS
Member Name and Address Bluegreen Vacations Unlimited, Inc. 4960 Blue Lake Drive Boca Raton, Florida 33431

Contribution Cash in the amount of $70,000.00 multiplied by acreage shown on the Survey referred to herein, being $3,229,800.00

Distribution Percentage 51%

Big Cedar, L.L.C. 2500 East Kearney Street

The Property having an agreed capital contribution value of $70,000.00 multiplied

49%

EXHIBIT A NAMES, ADDRESS, CONTRIBUTIONS AND DISTRIBUTION PERCENTAGES OF MEMBERS
Member Name and Address Bluegreen Vacations Unlimited, Inc. 4960 Blue Lake Drive Boca Raton, Florida 33431

Contribution Cash in the amount of $70,000.00 multiplied by acreage shown on the Survey referred to herein, being $3,229,800.00

Distribution Percentage 51%

Big Cedar, L.L.C. 2500 East Kearney Street Springfield, MO 65898

The Property having an agreed capital contribution value of $70,000.00 multiplied by acreage shown on the Survey referred to herein, being a value of $3,229,800.00

49%

33

EXHIBIT 10.206 ADMINISTRATIVE SERVICES AGREEMENT THIS ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") dated as of the 16th day of June, 2000, is made by and among Bluegreen/Big Cedar Vacations, LLC, a Delaware limited liability company ("BC") and Bluegreen Vacations Unlimited, Inc., a Florida corporation ("BGV"). R E C I T A L S: WHEREAS, BC is in the business of developing, marketing and selling a vacation timeshare resort located in Taney County, Missouri, commonly referred to as Big Cedar Resort Club; WHEREAS, BC and BGV wish to enter into this Agreement for the providing of certain services by BGV to BC; NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and agreements set forth in this Agreement, the parties hereto agree as follows: 1. PARTIES. BC and BGV are each referred to herein as Party, and collectively as Parties. 2. SERVICES TO BE PROVIDED. In consideration of the fee set forth in paragraph 5 hereinbelow, BGV agrees to perform the following services for the benefit of BC: (a) Hiring, firing and setting compensation for the BC's employees and managers in accordance with the approved budget, excepting the General Manager, who shall be employed in accordance with the Operating Agreement of BC. (b) Performing business functions of BC as respects the use of internal accounting, management information and human resources. (c) Supervising marketing and sales closings. (d) Providing and/or coordinating for the centralized accounting, financing, legal, human resource, management information services, budget preparation and management. 3. EXCEPTION FROM SERVICES. BGV shall not be responsible for providing, and the Fee, as set forth hereinbelow, shall not be deemed to be compensation, for any services provided by BGV for collecting or

EXHIBIT 10.206 ADMINISTRATIVE SERVICES AGREEMENT THIS ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") dated as of the 16th day of June, 2000, is made by and among Bluegreen/Big Cedar Vacations, LLC, a Delaware limited liability company ("BC") and Bluegreen Vacations Unlimited, Inc., a Florida corporation ("BGV"). R E C I T A L S: WHEREAS, BC is in the business of developing, marketing and selling a vacation timeshare resort located in Taney County, Missouri, commonly referred to as Big Cedar Resort Club; WHEREAS, BC and BGV wish to enter into this Agreement for the providing of certain services by BGV to BC; NOW, THEREFORE, in consideration of the foregoing, and the representations, warranties, covenants and agreements set forth in this Agreement, the parties hereto agree as follows: 1. PARTIES. BC and BGV are each referred to herein as Party, and collectively as Parties. 2. SERVICES TO BE PROVIDED. In consideration of the fee set forth in paragraph 5 hereinbelow, BGV agrees to perform the following services for the benefit of BC: (a) Hiring, firing and setting compensation for the BC's employees and managers in accordance with the approved budget, excepting the General Manager, who shall be employed in accordance with the Operating Agreement of BC. (b) Performing business functions of BC as respects the use of internal accounting, management information and human resources. (c) Supervising marketing and sales closings. (d) Providing and/or coordinating for the centralized accounting, financing, legal, human resource, management information services, budget preparation and management. 3. EXCEPTION FROM SERVICES. BGV shall not be responsible for providing, and the Fee, as set forth hereinbelow, shall not be deemed to be compensation, for any services provided by BGV for collecting or servicing purchaser notes, which is the subject of an alternative agreement. 1

4. OUTSIDE SERVICES. Any outside services, as opposed to in-house services necessary to provide the foregoing services, including by way of example and not limitation, legal, accounting, technological and similar services, as may be provided from time to time by BGV to the benefit of BC, shall be at the full cost and expense of BC. Available in-house staff will be used when reasonably appropriate. 5. FEE. For the performance of the services hereunder, BC shall pay to BGV or Bluegreen Corporation (as BGV may determine in its sole discretion), a fee ("Fee") equal to three percent (3%) of the Annual Sales Volume of BC, determined quarterly. "Annual Sales Volume," for purposes of this Agreement shall mean the annual gross sales, less purchaser cancellation and defaults, determined quarterly. The foregoing amount shall be paid on a quarter-annual basis. The Fee shall be due and payable in arrears on the last day of each fiscal quarter, and BC shall make such payment in full no later than twenty (20) days after such date. At such time, in addition to payment of the Fee, BC shall reimburse BGV within thirty (30) days of BC's receipt of an invoice, for BGV's expenses incurred in connection with services performed on behalf of BC for use of outside services, as set forth hereinabove, or outside and reimbursable expenses as set forth hereinbelow.

4. OUTSIDE SERVICES. Any outside services, as opposed to in-house services necessary to provide the foregoing services, including by way of example and not limitation, legal, accounting, technological and similar services, as may be provided from time to time by BGV to the benefit of BC, shall be at the full cost and expense of BC. Available in-house staff will be used when reasonably appropriate. 5. FEE. For the performance of the services hereunder, BC shall pay to BGV or Bluegreen Corporation (as BGV may determine in its sole discretion), a fee ("Fee") equal to three percent (3%) of the Annual Sales Volume of BC, determined quarterly. "Annual Sales Volume," for purposes of this Agreement shall mean the annual gross sales, less purchaser cancellation and defaults, determined quarterly. The foregoing amount shall be paid on a quarter-annual basis. The Fee shall be due and payable in arrears on the last day of each fiscal quarter, and BC shall make such payment in full no later than twenty (20) days after such date. At such time, in addition to payment of the Fee, BC shall reimburse BGV within thirty (30) days of BC's receipt of an invoice, for BGV's expenses incurred in connection with services performed on behalf of BC for use of outside services, as set forth hereinabove, or outside and reimbursable expenses as set forth hereinbelow. 6. EXPENSES. Except as provided by paragraph 8 of this Agreement, expenses incurred by BGV representatives for travel to the BC timeshare project in Missouri for the purpose of providing services for this Agreement, shall be separately reimbursed to BGV at its cost in accordance with the annual budget of BC. Additionally, BC shall reimburse BGV for allocated costs of and expenses to BGV for overhead for employees and their benefits related to the Bass Pro Stores primary to the LLC after such time as such Bass Pro Stores are activated for the benefit of the LLC. 7. BREACH. In the event of breach of this Agreement by either Party, each Party shall be entitled to all remedies at law or in equity available, including remedies for collection of amounts due, or for equitable relief, including any decree of specific performance of the terms of this Agreement. 8. DISPUTE RESOLUTION PROCEDURE. In the event of any dispute or disagreement between BC and BGV hereunder, either party may give written notification of such dispute or disagreement to the other. If such party giving notice is BC, then the notice shall be given to George Donovan or the person then performing the duties at BGV currently performed by George Donovan ("BGV CEO"), and if such party giving notice is BGV, then notice shall be given to John L. Morris or the person performing the duties at BC currently performed by John L. Morris ("BC CEO") (collectively, the BGV CEO and the BC CEO being referred to herein as the "CEOs"). The CEOs shall communicate with each other promptly upon any notice, with a view to resolving this dispute or disagreement within ninety (90) days of commencing any negotiations (or such extended periods as the CEOs agree is appropriate in any such case). The foregoing shall be a condition precedent to the applicability of the breach section as provided in paragraph 7, hereinabove. During any period of such communications, all services prior to any claimed breach shall continue without any alteration or modification, except as acceptable to the party receiving such services. 2

9. NOTICES. Any notice or other document to be given hereunder by any party hereto to any other party hereto shall be in writing and delivered by courier or by telecopy transmission or sent by any express mail service, postage or fees prepaid:
If to BGV: Bluegreen Corporation 4960 Blue Lake Drive Boca Raton, Florida 33431 Attn: Mr. Pat Rondeau Weinstock & Scavo, P.C. 3405 Piedmont Road, N.E. Suite 300 Atlanta, Georgia 30305 Attn: James J Scavo, Esq. Big Cedar, L.L.C. 2500 East Kearney Street Springfield, Missouri 65898 Tel: (417) 339-5100

With a copy to:

If to BC:

9. NOTICES. Any notice or other document to be given hereunder by any party hereto to any other party hereto shall be in writing and delivered by courier or by telecopy transmission or sent by any express mail service, postage or fees prepaid:
If to BGV: Bluegreen Corporation 4960 Blue Lake Drive Boca Raton, Florida 33431 Attn: Mr. Pat Rondeau Weinstock & Scavo, P.C. 3405 Piedmont Road, N.E. Suite 300 Atlanta, Georgia 30305 Attn: James J Scavo, Esq. Big Cedar, L.L.C. 2500 East Kearney Street Springfield, Missouri 65898 Tel: (417) 339-5100 Fax: (417) 334-3956 Attn: Ms. Toni Miller Greene & Curtis 1340 East Woodhurst Springfield, Missouri 65804 Tel: (417) 883-7678 Fax: (417) 864-7206 Attn: J. Christopher Greene, Esq.

With a copy to:

If to BC:

With a copy to:

Or at such other address or number for a party as shall be specified by like notice. Any notice which is delivered in the manner provided herein shall be deemed to have been duly given to the party to whom it is directed upon actual receipt by such party or its agent. 10. PARTIES BOUND BY AGREEMENT. The terms, conditions and obligations of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Without the prior written consent of the other party, no party hereto may assign such party's rights, duties or obligations hereunder or any part thereof to any other person or entity. 11. NUMBER; GENDER. Whenever the context so requires, the singular number shall include the plural and the plural shall include the singular, and the gender of any pronoun shall include the other genders. 3

12. HEADINGS. The headings of this Articles and Sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof. 13. MODIFICATION AND WAIVER. Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefits thereof. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof. 14. CONSTRUCTION. This Agreement shall be construed in accordance with and governed by the laws of the State of Missouri, exclusive of conflicts of laws principles. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority or by any board of arbitrators by reason of such party or its counsel having or being deemed to have structured or drafted such provision. Unless otherwise expressly provided herein, all references in this Agreement to Section(s) shall refer to the Section(s) of this Agreement. Time is of the essence of this Agreement. 15. NO LIMITATION. The Parties agree that the rights and remedies of any Party under this Agreement shall not operate to limit any other rights and remedies otherwise available to any Party under the Marketing Agreement or otherwise.

12. HEADINGS. The headings of this Articles and Sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof. 13. MODIFICATION AND WAIVER. Any of the terms or conditions of this Agreement may be waived in writing at any time by the party which is entitled to the benefits thereof. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof. 14. CONSTRUCTION. This Agreement shall be construed in accordance with and governed by the laws of the State of Missouri, exclusive of conflicts of laws principles. No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority or by any board of arbitrators by reason of such party or its counsel having or being deemed to have structured or drafted such provision. Unless otherwise expressly provided herein, all references in this Agreement to Section(s) shall refer to the Section(s) of this Agreement. Time is of the essence of this Agreement. 15. NO LIMITATION. The Parties agree that the rights and remedies of any Party under this Agreement shall not operate to limit any other rights and remedies otherwise available to any Party under the Marketing Agreement or otherwise. 16. SEVERABILITY. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by law, the Parties waive any provision of law which renders any such provision prohibited or unenforceable in any respect. 17. TERM. This Agreement shall be for a term of ten (10) years from the date set forth hereinabove. [SIGNATURES FOLLOW ON NEXT PAGE] 4

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first above written. BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited liability Company By: Bluegreen Vacations Unlimited, Inc., a Florida Corporation
By: /s/ Patrick E. Rondeau ----------------------------------Print Name: Patrick E. Rondeau Title: President

By: Big Cedar, L.L.C., a Missouri limited liability Company By: Three Johns Company, a Missouri corporation
By: /s/ Toni M. Miller ----------------------------------Print Name: Toni M. Miller Title: Vice President Finance

BLUEGREEN VACATIONS UNLIMITED, INC. a Florida Corporation

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first above written. BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited liability Company By: Bluegreen Vacations Unlimited, Inc., a Florida Corporation
By: /s/ Patrick E. Rondeau ----------------------------------Print Name: Patrick E. Rondeau Title: President

By: Big Cedar, L.L.C., a Missouri limited liability Company By: Three Johns Company, a Missouri corporation
By: /s/ Toni M. Miller ----------------------------------Print Name: Toni M. Miller Title: Vice President Finance

BLUEGREEN VACATIONS UNLIMITED, INC. a Florida Corporation
By: /s/ Patrick E. Rondeau ----------------------------------Print Name: Patrick E. Rondeau Title: President

5

EXHIBIT 10.207 SERVICING AGREEMENT THIS SERVICING AGREEMENT ("Agreement") is effective as of the 16th day of June, of the year 2000, and is made and entered into by and among BLUEGREEN CORPORATION, a Massachusetts corporation (hereafter "Servicer"), BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited liability company (hereafter "Company") and Big Cedar, L.L.C., a Missouri limited liability company (hereafter "Big Cedar"). WITNESSETH WHEREAS, Servicer is experienced in the servicing of timeshare receivables, inclusive of promissory notes and related deeds of trust; WHEREAS, The Company is in the business of owning and operating a timeshare resort known as the Big Cedar Timeshare Project (hereinafter the "Project"), in which timeshare interests are marketed and sold, and in respect thereto the Company may receive promissory notes and deeds of trust from purchasers thereof; WHEREAS, It is desirable that the parties hereto enter into an agreement respecting the servicing of promissory notes, purchase documents and deeds of trust received by the Company from certain purchasers of timeshare interests at the Project (such promissory notes, purchase documents and/or deeds of trust collectively referred to herein as the "Contracts").

EXHIBIT 10.207 SERVICING AGREEMENT THIS SERVICING AGREEMENT ("Agreement") is effective as of the 16th day of June, of the year 2000, and is made and entered into by and among BLUEGREEN CORPORATION, a Massachusetts corporation (hereafter "Servicer"), BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited liability company (hereafter "Company") and Big Cedar, L.L.C., a Missouri limited liability company (hereafter "Big Cedar"). WITNESSETH WHEREAS, Servicer is experienced in the servicing of timeshare receivables, inclusive of promissory notes and related deeds of trust; WHEREAS, The Company is in the business of owning and operating a timeshare resort known as the Big Cedar Timeshare Project (hereinafter the "Project"), in which timeshare interests are marketed and sold, and in respect thereto the Company may receive promissory notes and deeds of trust from purchasers thereof; WHEREAS, It is desirable that the parties hereto enter into an agreement respecting the servicing of promissory notes, purchase documents and deeds of trust received by the Company from certain purchasers of timeshare interests at the Project (such promissory notes, purchase documents and/or deeds of trust collectively referred to herein as the "Contracts"). NOW, THEREFORE, in consideration of the above recitals, and of the representations, warranties and covenants hereafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Servicer and Company agree as follows: 1. APPLICATION. This Agreement shall apply to all Contracts received from purchasers of timeshare interests at the Project. 2. APPOINTMENT OF SERVICER AS AN INDEPENDENT CONTRACTOR. The Company hereby appoints Servicer as an independent contractor to collect, for the account of Company, all periodic and other payments under the Contracts. Servicer hereby accepts such appointment and agrees to act in accordance with the terms hereof. Servicer shall have only the authority which is expressly conferred upon it by this Agreement. 3. PAYMENTS. (a) COLLECTION OF PAYMENTS. With respect to all Contracts serviced under this Agreement, Servicer covenants and agrees that during the entire term of this Agreement, Servicer will seek, at its sole cost and expense, to collect promptly all payments due under the Contracts. (b) AUTHORIZATION TO ACCEPT PAYMENTS. Servicer is only authorized to accept payments as provided in the Contracts or as required by law. 1

(c) DEFAULT UNDER CONTRACT. Subject to any reinstatement of the defaulted Contracts as may take place, Servicer shall, in case of default of any of the Contracts, forfeit or cancel the rights of the obligor(s) under such Contracts, or institute or assist in instituting, possessory, forfeiture, foreclosure or other proceedings to acquire or terminate the rights of the obligor(s) in and to the timeshare interest; the Servicer in so proceeding at the total cost and expense of the Company. (d) POST OFFICE BOX. Servicer agrees that it shall establish through the lockbox bank (hereinafter referred to as "Lockbox Bank") a post office box depository to which payments by obligors under the Contracts may be made. Such post office box shall be opened in the name of Company/Servicer (or if required by hypothecation lender to Company, then Servicer may open the lockbox in the name determined by such hypothecation lender). Each obligor, as applicable, will be, as soon as possible after the date of this Agreement, and thereafter

(c) DEFAULT UNDER CONTRACT. Subject to any reinstatement of the defaulted Contracts as may take place, Servicer shall, in case of default of any of the Contracts, forfeit or cancel the rights of the obligor(s) under such Contracts, or institute or assist in instituting, possessory, forfeiture, foreclosure or other proceedings to acquire or terminate the rights of the obligor(s) in and to the timeshare interest; the Servicer in so proceeding at the total cost and expense of the Company. (d) POST OFFICE BOX. Servicer agrees that it shall establish through the lockbox bank (hereinafter referred to as "Lockbox Bank") a post office box depository to which payments by obligors under the Contracts may be made. Such post office box shall be opened in the name of Company/Servicer (or if required by hypothecation lender to Company, then Servicer may open the lockbox in the name determined by such hypothecation lender). Each obligor, as applicable, will be, as soon as possible after the date of this Agreement, and thereafter periodically as determined by Servicer, instructed to mail their remittances under the Contracts to the above described post office box. Company agrees to take all steps necessary or, in Servicer's opinion, desirable to cause the obligors under the Contracts to mail their remittances to the post office box. (e) RECEIPT OF PAYMENTS. On the day received, the Lockbox Bank will open all mail addressed to the post office box referred to hereinabove and remove and inspect enclosures. All Checks and other collection remittances and all return items will be processed by the Lockbox Bank according to the terms of the Lockbox Agreement. (f) PAC ARRANGEMENTS. If payors of Contracts are offered the opportunity to pay such Contracts by electronic funds transfer, PAC arrangements or credit card payments, then such payments shall be processed through the appropriate accounts as opposed to processing by check collection. Such payments shall, otherwise, be subject to the terms hereof. 4. BLUEGREEN/BIG CEDAR VACATIONS, LLC CONTRACTS ACCOUNT. (a) DEPOSIT OF PAYMENTS. All money orders, checks, drafts and other orders of payment ("Checks") respecting payment on Contracts, and all money and other funds ("Monies") (including electronic fund transfer, PACs, credit card payments or similar arrangements) respecting payment on Contracts received by Servicer or the Lockbox Bank, in accordance with its usual and customary procedures, will be deposited by Servicer or the Lockbox Bank into an account at the bank maintained in the name of Bluegreen/Big Cedar Vacations, LLC (hereinafter the "Account"). In addition to Servicer's or Lockbox Bank's deposit of all Checks and Monies received by it or in the post office box, respectively, to the Account, Company agrees that it will make or cause the obligors under the respective Contracts who are unable or unwilling to remit payments due to the post office box or by electronic fund transfer, PAC arrangements or credit card payments, to instead pay Company directly or by way of transfers to an account of Company and to make deposits into the Account of all such payments. Charges respecting the Account or the post office box and any 2

other charges, costs or fees incurred pursuant to this Agreement will be billed to and paid directly by Company, and Servicer will not be liable for any such charges, costs or fees. Servicer may deduct from the foregoing payments its fees pursuant to the preceding sentence or to paragraph 5 hereinbelow. The Account shall be opened as an interest-bearing account, if possible, and all such interest shall accrue to the benefit of the Company. If an interest-bearing account is not possible, Servicer shall seek to have a periodic sweep to an interest-bearing account or sweep directly to an account as directed by any hypothecation lender. (b) MONIES TO BE HELD IN TRUST. All Checks and Monies received by Servicer are to be held in trust for Company until deposited. All Checks and Monies deposited into the Account will become the property of Company upon deposit, and Servicer will have no interest in or control over the Checks and Monies, excepting for its rights of setoff set forth in paragraph 4(a) hereinabove, as applicable. (c) WITHDRAWALS. Withdrawals from the Account are restricted, and may be made only by way of draft, wire transfer or electronic funds transfer payable to Company or pursuant to paragraph 4(a). To the extent that a hypothecation lender does not otherwise direct, Servicer will arrange to wire transfer to Company all collected funds received in the Account each Wednesday to the Company's account number

other charges, costs or fees incurred pursuant to this Agreement will be billed to and paid directly by Company, and Servicer will not be liable for any such charges, costs or fees. Servicer may deduct from the foregoing payments its fees pursuant to the preceding sentence or to paragraph 5 hereinbelow. The Account shall be opened as an interest-bearing account, if possible, and all such interest shall accrue to the benefit of the Company. If an interest-bearing account is not possible, Servicer shall seek to have a periodic sweep to an interest-bearing account or sweep directly to an account as directed by any hypothecation lender. (b) MONIES TO BE HELD IN TRUST. All Checks and Monies received by Servicer are to be held in trust for Company until deposited. All Checks and Monies deposited into the Account will become the property of Company upon deposit, and Servicer will have no interest in or control over the Checks and Monies, excepting for its rights of setoff set forth in paragraph 4(a) hereinabove, as applicable. (c) WITHDRAWALS. Withdrawals from the Account are restricted, and may be made only by way of draft, wire transfer or electronic funds transfer payable to Company or pursuant to paragraph 4(a). To the extent that a hypothecation lender does not otherwise direct, Servicer will arrange to wire transfer to Company all collected funds received in the Account each Wednesday to the Company's account number __________ at _______________, bank transit number ___________, reference ______________, or as may otherwise be specifically directed by Company. Company and Servicer understand and agree that Servicer has exclusive control over transfers from the account. The Servicer shall seek to set up an automated repetitive wire agreement in respect to the foregoing transfers. (d) ACCEPTABLE PAYEE. Servicer or Lockbox Bank will deposit into the Account all Checks on which the payee or endorsee is Company or a reasonable variation of Company ("Acceptable Payee"). Servicer or Lockbox Bank has the right, in its sole discretion, to determine what is a reasonable variation of Acceptable Payee. If the payee is not an Acceptable Payee, Servicer or Lockbox Bank will not deposit the Check in the aforereferenced account. Company agrees to indemnify and hold Servicer or Lockbox Bank harmless from and against all losses, costs, attorney's fees, claims or suits suffered by Servicer or Lockbox Bank arising out of, or in connection with, its depositing Checks payable to or endorsed in favor of Acceptable Payees, except to the extent such damages and losses are as a result of Servicer's or Lockbox Bank's gross negligence or willful acts or omissions. (e) PAYMENTS RECEIVED BY COMPANY. Company shall cause all payments on Contracts to be made to the Account, and any payment on Contracts which are received by Company shall be delivered by Company to Servicer within two (2) business days after receipt thereof. 3

(f) ACCOUNTING. Within fifteen (15) days after the end of each fiscal month of the Servicer during the term of this Agreement, Servicer shall deliver to Company a statement showing the then-current balance of the Account and all deposits into and withdrawals from the Account during the immediately preceding calendar month. After the end of each fiscal month, during the term of this Agreement, Servicer shall deliver to Company (a) a trial balance on each of the Contracts including the payments received if any, delinquency status, and a complete breakdown of the payment record as to principal and interest and the outstanding principal balance of each contract; (b) an aging report on each of the Contracts; (c) a collection report on each of the Contracts; and (d) a report on the status of the Contracts, including new sales, forfeitures, foreclosures and cancellations. On or before the fifteenth (15th) day of each fiscal month, Servicer shall deliver to Company a true, correct and complete list of all Contracts which Servicer received in the immediately preceding month. (g) CHECK DEPOSIT REQUIREMENTS. Subject to any lockbox agreement and legal requirements, Servicer and Lockbox Bank will agree to abide by the following requirements and limitations when depositing Checks in the Account: (i) In the absence of a Check date, Lockbox Bank will insert the current date with the date stamp and process the check as provided in this Agreement. Lockbox Bank will not deposit Checks postdated three (3) or more days, or Checks with dates six (6) months or older. (ii) If a Check's written and numerical amounts differ, Lockbox Bank will credit the account respecting such

(f) ACCOUNTING. Within fifteen (15) days after the end of each fiscal month of the Servicer during the term of this Agreement, Servicer shall deliver to Company a statement showing the then-current balance of the Account and all deposits into and withdrawals from the Account during the immediately preceding calendar month. After the end of each fiscal month, during the term of this Agreement, Servicer shall deliver to Company (a) a trial balance on each of the Contracts including the payments received if any, delinquency status, and a complete breakdown of the payment record as to principal and interest and the outstanding principal balance of each contract; (b) an aging report on each of the Contracts; (c) a collection report on each of the Contracts; and (d) a report on the status of the Contracts, including new sales, forfeitures, foreclosures and cancellations. On or before the fifteenth (15th) day of each fiscal month, Servicer shall deliver to Company a true, correct and complete list of all Contracts which Servicer received in the immediately preceding month. (g) CHECK DEPOSIT REQUIREMENTS. Subject to any lockbox agreement and legal requirements, Servicer and Lockbox Bank will agree to abide by the following requirements and limitations when depositing Checks in the Account: (i) In the absence of a Check date, Lockbox Bank will insert the current date with the date stamp and process the check as provided in this Agreement. Lockbox Bank will not deposit Checks postdated three (3) or more days, or Checks with dates six (6) months or older. (ii) If a Check's written and numerical amounts differ, Lockbox Bank will credit the account respecting such Contract for the written amount. (iii) If the drawer's signature is missing or the Check contains no indication of drawer, Lockbox Bank will not deposit the Check. Otherwise, Servicer will deposit the Check and affix a stamp impression requesting the drawee bank to contact drawer for authority to pay. (iv) Lockbox Bank will attempt to identify and segregate altered Checks and Checks bearing restrictive notations, such as "payment in full," "balance on account," or "final settlement." All Checks so identified will not be deposited. However, Lockbox Bank will have no liability to any person, including Company, should it process and deposit an altered Check or a Check bearing any such restrictive notation. (v) Checks drawn in foreign currency will be referred to Servicer. (vi) Prior to deposit, Lockbox Bank will endorse Checks "Credited to the Account of Within Named Payee, Absence of Endorsement Guaranteed." (vii) Checks deposited in the account which are returned unpaid because of "insufficient funds," "uncollected funds," or similar reasons, will be redeposited once by Lockbox Bank. If redeposit is not warranted for reasons such as "account closed," or "payment 4

stopped" or if a Check is returned a second time or there are any other charges or debits resulting from returned or otherwise dishonored Checks, such amounts will be debited from the account. (viii) All deposited Checks must be microfilmed by Lockbox Bank. Lockbox Bank will retain such microfilmed records for four (4) years as provided hereinabove. (ix) No services concerning the Account will be provided on any bank holiday prescribed by the Federal Reserve district in which the account is located. 5. SERVICING FEE. Company shall be liable for the payment of a monthly servicing fee to Servicer in the amount of one-twelfth (1/12) of two percent (2%) of the outstanding principal balance at the beginning of the servicing period (the Servicer's fiscal month) of the Contracts. Except as provided in paragraphs 3(c) and 4(a), Company shall have no responsibility or liability for any payment of fees or expenses other than that aforesaid. Servicer shall be entitled to deduct from funds of Company in its possession any of the aforesaid fees which become due from time to time under or pursuant to this Agreement. Servicer shall have all rights, whether

stopped" or if a Check is returned a second time or there are any other charges or debits resulting from returned or otherwise dishonored Checks, such amounts will be debited from the account. (viii) All deposited Checks must be microfilmed by Lockbox Bank. Lockbox Bank will retain such microfilmed records for four (4) years as provided hereinabove. (ix) No services concerning the Account will be provided on any bank holiday prescribed by the Federal Reserve district in which the account is located. 5. SERVICING FEE. Company shall be liable for the payment of a monthly servicing fee to Servicer in the amount of one-twelfth (1/12) of two percent (2%) of the outstanding principal balance at the beginning of the servicing period (the Servicer's fiscal month) of the Contracts. Except as provided in paragraphs 3(c) and 4(a), Company shall have no responsibility or liability for any payment of fees or expenses other than that aforesaid. Servicer shall be entitled to deduct from funds of Company in its possession any of the aforesaid fees which become due from time to time under or pursuant to this Agreement. Servicer shall have all rights, whether statutory, common law or contractual, to set off any indebtedness of Company to Servicer against any of the funds of Company it may have in its possession from time to time. 6. OBLIGATION TO PROVIDE NOTICE. (a) NOTICE UPON SALE, TRANSFER OR ASSIGNMENT. Servicer will notify Company of any information received by Servicer of the sale, transfer or assignment of any timeshare interest, together with the date of the instrument or order transferring title to the timeshare interest respecting any Contract serviced by Servicer. (b) NOTICE UPON CONDEMNATION OR EMINENT DOMAIN PROCEEDINGS. Servicer will promptly report and forward to Company any notices or pleadings received in connection with any condemnation or eminent domain proceeding affecting any timeshare interest. Servicer shall also advise Company as to the extent of taking and its effect on such property and shall give its recommendation as to action with respect to such proceedings. 7. UNAUTHORIZED ACTS OF SERVICER. Except as otherwise provided herein, Servicer is not authorized or empowered to waive or vary the terms of any of the Contracts in any material way, and will not at any time waive or consent to the postponement of strict compliance on the part of any obligor with respect to any material term, provision or covenant of any Contract, nor grant, in any other manner, indulgence with respect to any such material term, provision or covenant, without the express written approval of the Company, or an authorized representative of the Company. 8. SERVICER AS MEMBER OF COMPANY. It is recognized and agreed that Servicer is a member of the Company and that to the extent Servicer, in its capacity as a member of the Company, acts as a member, then 5

Servicer, in its capacity as Servicer, may accept such action as that of the Company. The rights of the Servicer hereunder shall be independent from the rights of Servicer, as a member of the Company, and in no way shall the terms of this Agreement be deemed to limit or restrict the rights of Servicer as a member of the Company. 9. INDEMNIFICATION. The Company, by execution hereof, waives any conflict of interest as may exist between Servicer, in its capacity as Servicer, and Servicer acting as a member of the Company, and agrees to save and hold harmless, to defend and to indemnify, Servicer against all actions, proceedings, claims, demands, losses, outlays, damages or expenses, including legal fees, of any nature and character as may arise or be made against Servicer as a result of Servicer acting in accordance with this Agreement, or which it may in any way incur in defending or prosecuting, settling or discontinuing any such proceeding, action, claim, damage, expense or outlay arising out of any act or omission of Servicer, including any claim arising from Servicer acting as Servicer while being a member of the Company. Company agrees to indemnify and hold Servicer harmless from any loss of any checks or other payments in its possession from whatever cause, except those losses resulting from acts or omissions not within reasonably prudent, common collection practices. Servicer, by execution hereof, agrees to

Servicer, in its capacity as Servicer, may accept such action as that of the Company. The rights of the Servicer hereunder shall be independent from the rights of Servicer, as a member of the Company, and in no way shall the terms of this Agreement be deemed to limit or restrict the rights of Servicer as a member of the Company. 9. INDEMNIFICATION. The Company, by execution hereof, waives any conflict of interest as may exist between Servicer, in its capacity as Servicer, and Servicer acting as a member of the Company, and agrees to save and hold harmless, to defend and to indemnify, Servicer against all actions, proceedings, claims, demands, losses, outlays, damages or expenses, including legal fees, of any nature and character as may arise or be made against Servicer as a result of Servicer acting in accordance with this Agreement, or which it may in any way incur in defending or prosecuting, settling or discontinuing any such proceeding, action, claim, damage, expense or outlay arising out of any act or omission of Servicer, including any claim arising from Servicer acting as Servicer while being a member of the Company. Company agrees to indemnify and hold Servicer harmless from any loss of any checks or other payments in its possession from whatever cause, except those losses resulting from acts or omissions not within reasonably prudent, common collection practices. Servicer, by execution hereof, agrees to save and hold harmless, Company and to indemnify Company against all actions, proceedings, claims, demands, losses, outlays, damages or expenses, including legal fees of any nature and character as may arise or be made against Company as a result of Servicer's gross negligence or willful acts or omissions in performance of its responsibilities hereunder. 10. AUDIT OF SERVICER'S BOOKS AND RECORDS. Servicer agrees that, during and subsequent to the term of this Agreement, representatives or agents of the Company may, at any time during ordinary business hours, but not more than twice in any one calendar year, and without unreasonable interference with the day-today operations of Servicer, examine, audit and make copies of all books, records and documents maintained by Servicer relating to the Contracts. Servicer agrees to maintain all such books, records and documents, including computer tapes, disks and hard copies of all such computer data, in readable form necessary to access and process such data, where they are maintained at the inception of the terms hereof, for a period of four (4) years following termination of this Agreement. 11. TERM. The term of this Agreement shall commence on the date it is executed and delivered by the parties, and shall continue until all Contracts are fully paid, provided, however, that this Agreement may be terminated at any time by Big Cedar, L.L.C. in the event of provable fraud or bad faith of Servicer or by mutual agreement by both Company and Servicer In the event Company and Servicer mutually agree to the termination of this Agreement, Company shall have the right to appoint a successor servicer which shall execute an agreement substantially similar to this Agreement. Fees, costs and expenses charged by any successor servicer shall be payable by Company. Servicer shall deliver to Company (or any subsequent servicer) all existing books, records and documents, including computer readable memory as may be maintained by 6

Servicer for the continued servicing of the Contracts after any termination of this Agreement. Servicer agrees that such books and records relating to any Contracts shall, following termination of this Agreement, be delivered to Company, provided, however, Company agrees that Servicer shall have the right to maintain copies of such books and records for its own account. 12. CUSTODY OF CONTRACTS AND RELATED DOCUMENTS. Custody of the originals of all Contracts and executed instruments related thereto shall be delivered into the custody of Servicer to hold for and on behalf of the Company in accordance with the terms hereof; provided, however, that the same may be delivered to an acquiror or pledgee thereof, pursuant to the terms of any applicable sale, hypothecation or loan agreement or documents related thereto, including but not limited to any applicable custodial agreement. Servicer agrees to hold such instruments delivered to Servicer subject to the terms hereof, or otherwise subject to the terms of the aforereferenced documents. 13. DUTY OF CARE. Servicer will exercise the same degree of care, and will give the same attention of performance of the obligations pursuant to this Agreement in a manner consistent with the level of skill and care as reasonably may be required in performance of services to be provided hereunder. Servicer shall not be liable for consequential or incidental damages resulting from the inaccuracy of any information furnished to Company or any errors or mistakes in reports prepared by Servicer, except for those caused by the gross negligence or willful

Servicer for the continued servicing of the Contracts after any termination of this Agreement. Servicer agrees that such books and records relating to any Contracts shall, following termination of this Agreement, be delivered to Company, provided, however, Company agrees that Servicer shall have the right to maintain copies of such books and records for its own account. 12. CUSTODY OF CONTRACTS AND RELATED DOCUMENTS. Custody of the originals of all Contracts and executed instruments related thereto shall be delivered into the custody of Servicer to hold for and on behalf of the Company in accordance with the terms hereof; provided, however, that the same may be delivered to an acquiror or pledgee thereof, pursuant to the terms of any applicable sale, hypothecation or loan agreement or documents related thereto, including but not limited to any applicable custodial agreement. Servicer agrees to hold such instruments delivered to Servicer subject to the terms hereof, or otherwise subject to the terms of the aforereferenced documents. 13. DUTY OF CARE. Servicer will exercise the same degree of care, and will give the same attention of performance of the obligations pursuant to this Agreement in a manner consistent with the level of skill and care as reasonably may be required in performance of services to be provided hereunder. Servicer shall not be liable for consequential or incidental damages resulting from the inaccuracy of any information furnished to Company or any errors or mistakes in reports prepared by Servicer, except for those caused by the gross negligence or willful misconduct of Servicer, its employees or independent contractors. 14. SECURITY INTEREST. Company acknowledges that so long as any amounts are due by Company to Servicer, or any affiliate of Servicer, Servicer will have a security interest covering the Account and all proceeds thereof to the extent of such indebtedness. 15. ASSIGNMENT. Servicer may assign its rights and delegate the performance of its duties under this Agreement, in part or in full, to any transferee of any of the Contracts, or to any other corporation or entity controlled by, controlling by or under the common control of Servicer, so long as such assignee is able to perform in the same manner as Servicer. The respective rights and duties of Company under this Agreement may not be assigned nor delegated. 16. MODIFICATION. This Agreement represents the entire agreement with respect to the servicing of Contracts and supersedes all prior agreements related thereto. This Agreement may not be changed or terminated orally and no modification, termination or attempted waiver shall be valid unless in writing and signed by all parties or in the case of waiver, signed by the party against whom the same is sought to be enforced. 17. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one agreement. 18. ATTORNEY'S FEES. If any attorney is engaged (a) to collect any sums due or enforce any obligations of Servicer under this Agreement, whether or not legal proceedings thereafter have been instituted; (b) to represent 7

Servicer in any bankruptcy, reorganization, receivership or other proceeding affecting creditor's rights and involving a claim under this Agreement or any Contract, except in the event of Servicer's bankruptcy, reorganization or receivership; or (c) to represent Servicer in any other proceedings whatsoever in connection with this Agreement, including post-judgment proceedings, to enforce any judgment related to this Agreement; or (d) in connection with seeking an out-of-court workout or settlement of any of the foregoing, then Company shall pay to Servicer all costs, reasonable attorneys fees and expenses in connection therewith, in addition to all other amounts due hereunder; provided, however, that the Company shall not be responsible for payment as aforesaid if the attorney's fees, costs and expenses are incurred as a result of Servicer's gross negligence or willful acts or omissions. 19. EXECUTION OF ADDITIONAL DOCUMENTS. Company and Servicer agree to execute and deliver to each other, from time to time, any additional instruments and documents necessary or desirable to effectuate, finalize, record or perfect the transactions contemplated under this Agreement.

Servicer in any bankruptcy, reorganization, receivership or other proceeding affecting creditor's rights and involving a claim under this Agreement or any Contract, except in the event of Servicer's bankruptcy, reorganization or receivership; or (c) to represent Servicer in any other proceedings whatsoever in connection with this Agreement, including post-judgment proceedings, to enforce any judgment related to this Agreement; or (d) in connection with seeking an out-of-court workout or settlement of any of the foregoing, then Company shall pay to Servicer all costs, reasonable attorneys fees and expenses in connection therewith, in addition to all other amounts due hereunder; provided, however, that the Company shall not be responsible for payment as aforesaid if the attorney's fees, costs and expenses are incurred as a result of Servicer's gross negligence or willful acts or omissions. 19. EXECUTION OF ADDITIONAL DOCUMENTS. Company and Servicer agree to execute and deliver to each other, from time to time, any additional instruments and documents necessary or desirable to effectuate, finalize, record or perfect the transactions contemplated under this Agreement. 20. PERFORMANCE BY LOCKBOX BANK. Any performances by Servicer hereunder may be performed by the Lockbox Bank. 21. NOTICES. Any notice or communication required or permitted to be given hereunder shall be in writing, addressed to the respective party as set forth below, or such different address as any party may, from time to time, give notice of, in accordance with the provisions of this section, and may be personally served, telecopied or sent by overnight courier or U.S. mail, and shall be deemed given: (a) if served in person, when served; (b) if telecopied, on the date of transmission if before 3:00 p.m. Boca Raton, Florida time (any notice received after such time shall be deemed received on the next business day), provided that a hard copy of such notice is also sent pursuant to clause (c) or (d); (c) if by overnight courier, on the first business day after delivery by the courier; or (d) if by U.S. mail, on the fourth day after deposit in the mail, postage prepaid, certified mail, return receipt requested.
If to Servicer: Bluegreen Corp. 4960 Blue Lake Drive Boca Raton, Florida 33431 Attn: Mr. Patrick Rondeau Bluegreen/Big Cedar Vacations, LLC C/o Bluegreen Corp. 4960 Blue Lake Drive Boca Raton, Florida 33431 Big Cedar, L.L.C. 2500 East Kearney Street Ridgedale, Missouri 65898 Attn: Toni Miller

If to Company:

With copy to:

8

22. BENEFIT. This Agreement shall bind and inure to the benefit of Servicer and Company, and to their respective successors and permitted assignees. 23. INTERPRETATION. This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of Missouri. 24. FORCE MAJEURE. Servicer shall not be liable to Company nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of the Agreement, provided such failure or delay is caused by or results from a Force Majeure. As used herein, "Force Majeure" shall mean any event that is beyond the reasonable control of and not the fault of Servicer, including without limitation, acts of God or nature, acts of public enemy, civil or military conflicts, labor disturbances, communications line failure and acts or inactions of a governmental authority or a third party. Notwithstanding the foregoing, this paragraph does not limit a party's right to terminate this Agreement under paragraph 11 hereinabove. IN WITNESS WHEREOF the parties hereto have executed and delivered this Agreement as of the date first

22. BENEFIT. This Agreement shall bind and inure to the benefit of Servicer and Company, and to their respective successors and permitted assignees. 23. INTERPRETATION. This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of Missouri. 24. FORCE MAJEURE. Servicer shall not be liable to Company nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of the Agreement, provided such failure or delay is caused by or results from a Force Majeure. As used herein, "Force Majeure" shall mean any event that is beyond the reasonable control of and not the fault of Servicer, including without limitation, acts of God or nature, acts of public enemy, civil or military conflicts, labor disturbances, communications line failure and acts or inactions of a governmental authority or a third party. Notwithstanding the foregoing, this paragraph does not limit a party's right to terminate this Agreement under paragraph 11 hereinabove. IN WITNESS WHEREOF the parties hereto have executed and delivered this Agreement as of the date first written above. SERVICER: BLUEGREEN CORPORATION, a Massachusetts corporation
By: /s/ George F. Donovan -----------------------------------Print Name: George F. Donovan Title: President / CEO

COMPANY: BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited liability company
By: /s/ Patrick E. Rondeau -----------------------------------Print Name: Patrick E. Rondeau Title: President

BIG CEDAR, L.L.C., a Missouri limited liability company By: Three Johns Company, its sole member
By: /s/ Toni M. Miller -----------------------------------Print Name: Toni M. Miller Title: Vice President Finance

9
ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH

3 MOS APR 01 2001 APR 03 2000 JUL 02 2000 34,660

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED
1

3 MOS APR 01 2001 APR 03 2000 JUL 02 2000 34,660 14,935 104,770 3,493 195,576 01 46,618 9,519 418,318 01 225,670 0 0 269 136,524 418,318 62,207 74,542 21,883 28,477 0 1,035 3,641 4,462 1,718 3,012 0 0 0 3,012 0.12 0.12

THE COMPANY HAS AN UNCLASSIFIED BALANCE SHEET.