BLUEGREEN CORP
AMENDED AND RESTATED PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10.154
<SEQUENCE>6
<FILENAME>d27884_ex10-154.txt
<DESCRIPTION>AMENDED AND RESTATED PROMISSORY NOTE
<TEXT>

FIRST
UNION
                                                                  EXHIBIT 10.154


                      AMENDED AND RESTATED PROMISSORY NOTE


$12,500,000.00
                                                               December 31, 2001
Bluegreen Corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33341

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

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

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

Properties of the Southwest One, Inc.
4960  Conference Way North,  Suite 100
Boca Raton, Florida 33431

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

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

Bluegreen Carolina Lands, LLC
4960  Conference Way North,  Suite 100
Boca Raton, Florida 33431

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

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

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

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



<PAGE>

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

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

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

BG/RDI Acquisition Corp.
4960  Conference Way North,  Suite 100
Boca Raton, Florida 33431

Bluegreen Corporation Great Lakes (WI)
4960  Conference Way North,  Suite 100
Boca Raton, Florida 33431

Bluegreen Corporation of Canada
4960  Conference Way North,  Suite 100
Boca Raton, Florida 33431

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

Bluegreen Interiors, LLC
4960  Conference Way North,  Suite 100
Boca Raton, Florida 33431

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

New England Advertising Corp.
4960  Conference Way North,  Suite 100
Boca Raton, Florida 33431

South Florida Aviation,  Inc.
4960  Conference Way North,  Suite 100
Boca Raton, Florida 33431

Winding River Realty, Inc.
4960  Conference Way North,  Suite 100
Boca Raton, Florida 33431

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

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

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



                                       2
<PAGE>

First Union National Bank
214 North Hogan Street - FL0070
Jacksonville, Florida  32202
(Hereinafter referred to as "Bank")

Borrower  promises  to pay to the order of Bank,  in lawful  money of the United
States of  America,  at its office  indicated  above or  wherever  else Bank may
specify,  the sum of TWELVE  MILLION  FIVE HUNDRED  THOUSAND AND NO/100  DOLLARS
($12,500,000.00)  or such sum as may be advanced  and  outstanding  from time to
time, with interest on the unpaid principal balance at the rate and on the terms
provided in this Amended and Restated  Promissory  Note (including all renewals,
extensions or modifications hereof, this ("Note").

RENEWAL/MODIFICATION.  This Amended and Restated Renewal Promissory Note amends,
restates  renews,  extends and  modifies in its entirety  that  certain  Renewal
Promissory  Note dated  December  31,  2000 (the  "Original  Promissory  Note"),
evidencing  an original  principal  amount of  $10,000,000.00  of which $0.00 is
currently outstanding. This Note is not a novation.

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

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

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

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

REPAYMENT  TERMS.  This Note  shall be due and  payable in  consecutive  monthly
payments of accrued interest only, commencing on January 3, 2002, and continuing
on the same day of each month  thereafter  until fully paid.  In any event,  all
principal and accrued interest shall be due and payable on December 31, 2002.

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

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


                                       3
<PAGE>

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

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

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

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

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

DEFAULT.  If any of the following occurs, a default  ("Default") under this Note
shall  exist:  Nonpayment;  Nonperformance.  The  failure  of timely  payment or
performance  of the  Obligations  or  Default  under this Note or any other Loan
Documents.  False Warranty.  A warranty or representation made or deemed made in
the Loan  Documents or furnished  Bank in connection  with the loan evidenced by
this  Note  proves  materially  false,  or if of a  continuing  nature,  becomes
materially  false.  Cross Default.  At Bank's option,  any default in payment or
performance of any obligation under any other loans,  contracts or agreements of
Borrower, any Subsidiary or Affiliate of Borrower, any general partner of or the
holder(s)  of the  majority  ownership  interests  of Borrower  with Bank or its
affiliates  ("Affiliate" shall have the meaning as defined in 11 U.S.C. ss. 101,
except  that the term  "Borrower"  shall be  substituted  for the term  "Debtor"
therein;  "Subsidiary" shall mean any business in which Borrower holds, directly
or indirectly,  a controlling interest).  Cessation;  Bankruptcy.  The death of,
appointment of a guardian for, dissolution of, termination of existence of, loss
of good standing  status by,  appointment of a receiver for,  assignment for the
benefit  of  creditors  of, or  commencement  of any  bankruptcy  or  insolvency
proceeding by or against  Borrower,  its Subsidiaries or Affiliates,  if any, or
any general partner of or the holder(s) of the majority  ownership  interests of
Borrower,  or any party to the Loan  Documents.  Material  Capital  Structure or
Business  Alteration of Borrower.  Without prior written  consent of Bank, (i) a
material alteration in the kind or type of Borrower's business; (ii) the sale of
substantially  all of the  business or assets of Borrower or a material  portion
(10% or more) of such  business or assets if such a sale is outside the ordinary
course of  business of  Borrower  or more than 50% of the  outstanding  stock or
voting  power of or in any such  entity in a single  transaction  or a series of
transactions;  (iii) Borrower's acquisition of substantially all of the business
or assets or more than 50% of the outstanding stock or voting power of any other
entity;  or (iv)  should  any  Borrower  or any of  Borrower's  Subsidiaries  or
Affiliates or any guarantor  enter into any merger or  consolidation  other than
with another Borrower or any of Borrower's Subsidiaries or Affiliates.  Material
Capital  Structure  or  Business   Alteration  of  Borrower's   Subsidiaries  or
Affiliates.


                                       4
<PAGE>

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

REMEDIES  UPON  DEFAULT.  If a  Default  occurs  under  this  Note  or any  Loan
Documents,  Bank may at any time thereafter,  take the following  actions:  Bank
Lien.  Foreclose  its  security  interest or lien  against  Borrower's  accounts
without notice.  Acceleration Upon Default. Accelerate the maturity of this Note
and, at Bank's option, any or all other Obligations, whereupon this Note and the
accelerated  Obligations  shall  be  immediately  due and  payable.  Cumulative.
Exercise  any  rights and  remedies  as  provided  under the Note and other Loan
Documents, or as provided by law or equity.

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

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

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

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

Each  Borrower  liable under this Note waives  presentment,  protest,  notice of
dishonor, demand for payment, notice of intention to accelerate maturity, notice
of acceleration  of maturity,  notice of sale and all other notices of any kind.
Further,  each agrees that Bank may extend,  modify or renew this Note or make a
novation  of the loan  evidenced  by this  Note for any  period,  and  grant any
releases,  compromises  or indulgences  with respect to any collateral  securing
this Note,  or with  respect to any other  Borrower or any other  person  liable
under this Note or other Loan  Documents,  all  without  notice to or consent of
each Borrower or each person who may be liable under this Note or any other Loan
Document and without  affecting  the liability of Borrower or any person who may
be liable under this Note or any other Loan Document.

MISCELLANEOUS  PROVISIONS.  Assignment.  This Note and the other Loan  Documents
shall  inure to the  benefit  of and be  binding  upon  the  parties  and  their
respective  heirs,  legal  representatives,   successors  and  assigns.   Bank's
interests in and rights under this Note and the other Loan  Documents are freely
assignable,  in whole or in part, by Bank. In addition,  nothing in this Note or
any of the other Loan  Documents  shall prohibit Bank from pledging or assigning
this Note or any of the other


                                       5
<PAGE>

Loan  Documents or any interest  therein to any Federal  Reserve Bank.  Borrower
shall not assign its rights and  interest  hereunder  without the prior  written
consent of Bank,  and any  attempt by Borrower to assign  without  Bank's  prior
written consent is null and void. Any assignment shall not release Borrower from
the  Obligations.  Applicable Law;  Conflict Between  Documents.  This Note and,
unless otherwise  provided in any other Loan Document,  the other Loan Documents
shall be governed by and  construed  under the laws of the state named in Bank's
address shown above without regard to that state's  conflict of laws principles.
If the terms of this Note should  conflict with the terms of any loan  agreement
or any  commitment  letter that survives  closing,  the terms of this Note shall
control.  Borrower's Accounts. Except as prohibited by law, Borrower grants Bank
a  security  interest  in all of  Borrower's  accounts  with Bank and any of its
affiliates.  Jurisdiction. Borrower irrevocably agrees to non-exclusive personal
jurisdiction in the state named in Bank's address shown above. Severability.  If
any provision of this Note or of the other Loan Documents shall be prohibited or
invalid under  applicable  law, such provision  shall be ineffective but only to
the extent of such prohibition or invalidity, without invalidating the remainder
of such  provision  or the  remaining  provisions  of this  Note or  other  such
document.  Notices.  Any notices to Borrower shall be sufficiently  given, if in
writing and mailed or delivered to the Borrower's address shown above (attention
Borrower's  Corporate  General  Counsel)  or  such  other  address  as  provided
hereunder,  and to Bank,  if in writing and mailed or delivered to Bank's office
address  shown above or such other  address as Bank may specify in writing  from
time to time. In the event that Borrower changes  Borrower's address at any time
prior to the date the Obligations are paid in full,  Borrower agrees to promptly
give written  notice of said change of address by registered or certified  mail,
return receipt requested,  all charges prepaid. Plural; Captions. All references
in the Loan Documents to Borrower, guarantor, person, document or other nouns of
reference  mean both the singular  and plural form,  as the case may be, and the
term  "person"  shall  mean any  individual,  person  or  entity.  The  captions
contained in the Loan Documents are inserted for convenience  only and shall not
affect the meaning or  interpretation  of the Loan Documents.  Binding Contract.
Borrower by  executions  of and Bank by  acceptance of this Note agree that each
party is bound to all terms and provisions of this Note. Advances.  Bank may, in
its sole  discretion,  make other  advances which shall be deemed to be advances
under this Note,  even  though the stated  principal  amount of this Note may be
exceeded as a result  thereof.  Joint and Several  Obligations.  Each entity who
signs  this Note as a Borrower  is jointly  and  severally  obligated.  Fees and
Taxes.  Borrower  shall  promptly pay all  documentary,  intangible  recordation
and/or similar taxes on this transaction  whether assessed at closing or arising
from time to time.

AMENDED AND RESTATED PROMISSORY NOTE. This Amended and Restated Promissory Note,
amends,  replaces and supercedes in its entirety that certain Renewal Promissory
Note  dated  December  31,  2000  executed  by  Borrower  in favor of Bank  (the
"Original Renewal Note").  Should there be any conflict between any of the terms
of the Original Renewal Note, and the terms of this Note, the terms of this Note
shall control.

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


                                       6
<PAGE>

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


                     [EXECUTIONS COMMENCE ON FOLLOWING PAGE]




                                       7
<PAGE>


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


                           Bluegreen Corporation, a Massachusetts corporation


CORPORATE                  By: /S/ RANDI S. TOMPKINS
SEAL                           ----------------------------------------
                               Randi S. Tompkins, Vice President
                               Taxpayer Identification Number: 03-0300793


State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was  acknowledged  before me this ___ day of December,
2001,  by Randi S.  Tompkins,  as Vice  President  of Bluegreen  Corporation,  a
Massachusetts corporation, on behalf of the corporation. She is personally known
to me or has produced a driver's license,  passport or military  identification,
or other form of identification and did not take an oath.

Print or Stamp Name: _________________________
Notary Public, State of Missouri at Large
Commission No.: ______________________________
My Commission Expires: _______________________


                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                       8
<PAGE>


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


CORPORATE            By: /S/ RANDI S. TOMPKINS
SEAL                     ----------------------------------------
                         Randi S. Tompkins, Vice President
                         Taxpayer Identification Number: 65-0520217



State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was  acknowledged  before me this ___ day of December,
2001, by Randi S. Tompkins,  as Vice President of Bluegreen Resorts  Management,
Inc., a Delaware  corporation,  on behalf of the corporation.  She is personally
known  to  me  or  has  produced  a  driver's  license,   passport  or  military
identification, or other form of identification and did not take an oath.

Print or Stamp Name: _________________________
Notary Public, State of Missouri at Large
Commission No.: ______________________________
My Commission Expires: _______________________


                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                       9
<PAGE>



                     Bluegreen Vacations Unlimited, Inc., a Florida corporation



CORPORATE            By: /S/ RANDI S. TOMPKINS
SEAL                     ----------------------------------------
                         Randi S. Tompkins, Vice President
                         Taxpayer Identification Number: 65-0433722



State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was acknowledged before me this _____ day of December,
2001, by Randi S. Tompkins,  as Vice President of Bluegreen Vacations Unlimited,
Inc., a Florida  corporation,  on behalf of the  corporation.  She is personally
known  to  me  or  has  produced  a  driver's  license,   passport  or  military
identification, or other form of identification and did not take an oath.


Print or Stamp Name: _________________________
Notary Public, State of Missouri at Large
Commission No.: ______________________________
My Commission Expires: _______________________




                    [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                       10
<PAGE>


                     Bluegreen Holding Corporation (Texas), a Delaware
                       corporation


CORPORATE            By: /S/ RANDI S. TOMPKINS
SEAL                     ----------------------------------------
                         Randi S. Tompkins, Vice President
                         Taxpayer Identification Number: 65-0796382



State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was acknowledged before me this _____ day of December,
2001, by Randi S. Tompkins,  as Vice President of Bluegreen Holding  Corporation
(Texas), a Delaware corporation, on behalf of the corporation. She is personally
known  to  me  or  has  produced  a  driver's  license,   passport  or  military
identification, or other form of identification and did not take an oath.

Print or Stamp Name: _________________________
Notary Public, State of Missouri at Large
Commission No.: ______________________________
My Commission Expires: _______________________


                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                       11
<PAGE>


                   Properties of the Southwest One, Inc., a Delaware corporation



CORPORATE          By: /S/ RANDI S. TOMPKINS
SEAL                   ----------------------------------------
                          Randi S. Tompkins, Vice President
                          Taxpayer Identification Number: 03-0315835


State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was acknowledged  before me this ____ day of December,
2001,  by Randi S.  Tompkins,  as Vice  President of Properties of the Southwest
One,  Inc.,  a  Delaware  corporation  , on  behalf of the  corporation.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.


Print or Stamp Name: _________________________
Notary Public, State of Missouri at Large
Commission No.: ______________________________
My Commission Expires: _______________________


                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                       12

<PAGE>


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

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


CORPORATE                By: /S/ RANDI S. TOMPKINS
SEAL                         ----------------------------------------
                             Randi S. Tompkins, Vice President
                             Taxpayer Identification Number: 65-0796380


State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was acknowledged  before me this ____ day of December,
2001, by Randi S. Tompkins,  as Vice President of Bluegreen Southwest Land, Inc.
a Delaware corporation,  the General Partner of Bluegreen Southwest One, L.P., a
Delaware  limited  partnership,  on behalf of the  limited  partnership.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.

Print or Stamp Name: _________________________
Notary Public, State of Missouri at Large
Commission No.: ______________________________
My Commission Expires: _______________________


                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                       13
<PAGE>


                 Bluegreen Asset Management Corporation, a Delaware corporation,
                     successor by merger to Bluegreen Corporation of Montana



CORPORATE            By: /S/ RANDI S. TOMPKINS
SEAL                     ----------------------------------------
                         Randi S. Tompkins, Vice President
                         Taxpayer Identification Number: 03-0325365


State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was acknowledged  before me this _____day of December,
2001, by Randi S.  Tompkins,  as Vice  President of Bluegreen  Asset  Management
Corporation,  a  Delaware  corporation,  on  behalf of the  corporation.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.


Print or Stamp Name: _________________________
Notary Public, State of Missouri at Large
Commission No.: ______________________________
My Commission Expires: _______________________




                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                       14
<PAGE>



                     Bluegreen Carolina  Lands, LLC, a Delaware limited
                        liability company



CORPORATE            By: /S/ RANDI S. TOMPKINS
SEAL                     ----------------------------------------
                         Randi S. Tompkins, Vice President
                         Taxpayer Identification Number: 65-0941345

State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was acknowledged before me this ____ day of December ,
2001, by Randi S. Tompkins,  as Vice President of Bluegreen Carolina Lands, LLC,
a  Delaware  limited  liability  company,  on  behalf of the  limited  liability
company.  She is  personally  known to me or has  produced a  driver's  license,
passport or military identification, or other form of identification and did not
take an oath.


Print or Stamp Name: _________________________
Notary Public, State of Missouri at Large
Commission No.: ______________________________
My Commission Expires: _______________________




                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                       15

<PAGE>



                     Bluegreen Corporation of Tennessee, a Delaware corporation



CORPORATE            By: /S/ RANDI S. TOMPKINS
SEAL                     ----------------------------------------
                         Randi S. Tompkins, Vice President
                         Taxpayer Identification Number: 03-0316460


State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was acknowledged before me this _____ day of December,
2001,  by Randi S.  Tompkins,  as Vice  President  of Bluegreen  Corporation  of
Tennessee,  a  Delaware  corporation,  on  behalf  of  the  corporation.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.


Print or Stamp Name: _________________________
Notary Public, State of Missouri at Large
Commission No.: ______________________________
My Commission Expires: _______________________


                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]




                                       16

<PAGE>


                    Bluegreen Corporation of the Rockies, a Delaware corporation



CORPORATE           By: /S/ RANDI S. TOMPKINS
SEAL                    ----------------------------------------
                        Randi S. Tompkins, Vice President
                        Taxpayer Identification Number: 65-0349373


State of Missouri )
                  ) SS:
County of _______ )

The foregoing instrument was acknowledged before me this ______ day of December,
2001, by Randi S. Tompkins,  as Vice  President of Bluegreen  Corporation of the
Rockies, a Delaware corporation, on behalf of the corporation. She is personally
known  to  me  or  has  produced  a  driver's  license,   passport  or  military
identification, or other form of identification and did not take an oath.

Print or Stamp Name: _________________________
Notary Public, State of Missouri at Large
Commission No.: ______________________________
My Commission Expires: _______________________


                    [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                       17

<PAGE>


                  Bluegreen Properties of Virginia, Inc., a Delaware corporation



CORPORATE         By: /S/ RANDI S. TOMPKINS
SEAL                  ----------------------------------------
                      Randi S. Tompkins, Vice President
                      Taxpayer Identification Number: 52-1752664


State of Missouri )
                  ) SS:
County of _______ )

The  foregoing  instrument  was  acknowledged  before  me  this  _______  day of
December,  2001, by Randi S. Tompkins, as Vice President of Bluegreen Properties
of Virginia, Inc., a Delaware corporation, on behalf of the corporation.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.


Print or Stamp Name: _________________________
Notary Public, State of Missouri at Large
Commission No.: ______________________________
My Commission Expires: _______________________


                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                       18

<PAGE>


                   Bluegreen Resorts International, Inc., a Delaware corporation



CORPORATE          By: /S/ RANDI S. TOMPKINS
SEAL                   ----------------------------------------
                       Randi S. Tompkins, President
                       Taxpayer Identification Number:  65-0803615

State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was acknowledged  before me this ____ day of December,
2001, by Randi S.  Tompkins,  as President of Bluegreen  Resorts  International,
Inc., a Delaware  corporation,  on behalf of the corporation.  She is personally
known  to  me  or  has  produced  a  driver's  license,   passport  or  military
identification, or other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of Missouri at Large
Commission No.: _____________________________
My Commission Expires: ______________________



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                       19

<PAGE>


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



CORPORATE             By: /S/ RANDI S. TOMPKINS
SEAL                      ----------------------------------------
                          Randi S. Tompkins, Vice President
                          Taxpayer Identification Number: 62-1667685


State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was acknowledged before me this _____ day of December,
2001, by Randi S. Tompkins,  as Vice  President of Carolina  National Golf Club,
Inc.,  a North  Carolina  corporation,  on  behalf  of the  corporation.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.

Print or Stamp Name: _________________________
Notary Public, State of Missouri at Large
Commission No.: ______________________________
My Commission Expires: _______________________


                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                       20
<PAGE>


                             Leisure Capital Corporation, a Vermont corporation



CORPORATE                    By: /S/ RANDI S. TOMPKINS
SEAL                            ----------------------------------------
                                Randi S. Tompkins, Vice President
                                Taxpayer Identification Number: 03-0327285



State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was acknowledged  before me this ____ day of December,
2001, by Randi S. Tompkins, as Vice President of Leisure Capital Corporation,  a
Vermont corporation, on behalf of the corporation. She is personally known to me
or has  produced a driver's  license,  passport or military  identification,  or
other form of identification and did not take an oath.


Print or Stamp Name: _________________________
Notary Public, State of Missouri at Large
Commission No.: ______________________________
My Commission Expires: _______________________



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                       21
<PAGE>


                              Bluegreen West Corporation, a Delaware corporation



CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                              ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number:  59-3300205

State of Missouri )
                  ) SS:
County of _______ )

The  foregoing  instrument  was  acknowledged  before  me  this  _______  day of
December,  2001,  by Randi S.  Tompkins,  as Vice  President of  Bluegreen  West
Corporation,  a  Delaware  corporation,  on  behalf of the  corporation.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.

Print or Stamp Name: __________________________
Notary Public, State of Missouri at Large
Commission No.: _______________________________
My Commission Expires: ________________________



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]


                                       22
<PAGE>


                              BG/RDI Acquisition Corp., a Delaware corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                              ----------------------------------------
                                  Randi S. Tompkins, President
                                  Taxpayer Identification Number: 65-0776572


State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was acknowledged before me this _____ day of December,
2001, by Randi S. Tompkins, as President of BG/RDI Acquisition Corp., a Delaware
corporation, on behalf of the corporation.  She is personally known to me or has
produced a driver's license, passport or military identification,  or other form
of identification and did not take an oath.


Print or Stamp Name: ________________________
Notary Public, State of Missouri at Large
Commission No.: _____________________________
My Commission Expires: ______________________



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                       23
<PAGE>

                              Bluegreen Corporation Great Lakes (WI), a
                                Wisconsin corporation



CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                              ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 36-3520208


State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was  acknowledged  before me this ___ day of December,
2001, by Randi S.  Tompkins,  as Vice President of Bluegreen  Corporation  Great
Lakes  (WI),  a  Wisconsin  corporation,  on behalf of the  corporation.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.


Print or Stamp Name: ________________________
Notary Public, State of Missouri at Large
Commission No.: _____________________________
My Commission Expires: ______________________



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                       24
<PAGE>

                              Bluegreen Corporation of Canada, a Delaware
                                corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                              ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 03-0311034


State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was acknowledged  before me this ____ day of December,
2001,  by Randi S.  Tompkins,  as Vice  President  of Bluegreen  Corporation  of
Canada, a Delaware corporation, on behalf of the corporation.  She is personally
known  to  me  or  has  produced  a  driver's  license,   passport  or  military
identification, or other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of Missouri at Large
Commission No.: _____________________________
My Commission Expires: ______________________



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                       25
<PAGE>


                              Bluegreen Golf Clubs, Inc., a Delaware corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                              ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 65-0912659


State of Missouri )
                  ) SS:
County of _______ )

The  foregoing  instrument  was  acknowledged  before  me this  ________  day of
December, 2001, by Randi S. Tompkins, as Vice President of Bluegreen Golf Clubs,
Inc., a Delaware  corporation,  on behalf of the corporation.  She is personally
known  to  me  or  has  produced  a  driver's  license,   passport  or  military
identification, or other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of Missouri at Large
Commission No.: _____________________________
My Commission Expires: ______________________



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                       26
<PAGE>

                              Bluegreen Interiors, LLC, a Delaware limited
                                liability company


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                              ----------------------------------------
                                  Randi S. Tompkins, President
                                  Taxpayer Identification Number: 65-0929952


State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was acknowledged before me this _____ day of December,
2001, by Randi S. Tompkins, as President of Bluegreen Interiors, LLC, a Delaware
limited liability company,  on behalf of the limited liability  company.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.


Print or Stamp Name: ________________________
Notary Public, State of Missouri at Large
Commission No.: _____________________________
My Commission Expires: ______________________



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                       27
<PAGE>


                              Bluegreen Southwest Land, Inc., a Delaware
                                corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                              ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 65-0912249


State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument  was  acknowledged  before me this __ day of December,
2001, by Randi S. Tompkins, as Vice President of Bluegreen Southwest Land, Inc.,
a Delaware corporation, on behalf of the corporation. She is personally known to
me or has produced a driver's license,  passport or military identification,  or
other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of Missouri at Large
Commission No.: _____________________________
My Commission Expires: ______________________



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                       28
<PAGE>


                              New England Advertising Corp., a Vermont
                                corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                              ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 03-0295158


State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was acknowledged  before me this ____ day of December,
2001, by Randi S. Tompkins,  as Vice President of New England Advertising Corp.,
a Vermont corporation, on behalf of the corporation.  She is personally known to
me or has produced a driver's license,  passport or military identification,  or
other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of Missouri at Large
Commission No.: _____________________________
My Commission Expires: ______________________



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                       29
<PAGE>


                             South Florida Aviation, Inc., a Florida corporation


CORPORATE                    By: /S/ RANDI S. TOMPKINS
SEAL                             ----------------------------------------
                                 Randi S. Tompkins, Vice President
                                 Taxpayer Identification Number:  65-0341038


State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was acknowledged before me this ____ day of December ,
2001, by Randi S. Tompkins, as Vice President of South Florida Aviation, Inc., a
Florida corporation, on behalf of the corporation. She is personally known to me
or has  produced a driver's  license,  passport or military  identification,  or
other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of Missouri at Large
Commission No.: _____________________________
My Commission Expires: ______________________



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                       30
<PAGE>


                              Winding River Realty, Inc., a North Carolina
                                corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                              ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 56-20955309


State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was  acknowledged  before me this ___ day of December,
2001, by Randi S. Tompkins,  as Vice President of Winding River Realty,  Inc., a
North  Carolina  corporation,  on behalf of the  corporation.  She is personally
known  to  me  or  has  produced  a  driver's  license,   passport  or  military
identification, or other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of Missouri at Large
Commission No.: _____________________________
My Commission Expires: ______________________



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                       31
<PAGE>


                              Jordan Lake Preserve Corporation, a North Carolina
                                corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                              ----------------------------------------
                                  Randi S. Tompkins, Vice President
                                  Taxpayer Identification Number: 65-1038536


State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was  acknowledged  before me this ___ day of December,
2001,  by  Randi  S.  Tompkins,  as  Vice  President  of  Jordan  Lake  Preserve
Corporation, a North Carolina corporation, on behalf of the corporation.  She is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.

Print or Stamp Name: ________________________
Notary Public, State of Missouri at Large
Commission No.: _____________________________
My Commission Expires: ______________________



                     [EXECUTIONS CONTINUE ON FOLLOWING PAGE]



                                       32
<PAGE>


                              Leisure Communication Network, Inc., a Delaware
                                corporation


CORPORATE                     By: /S/ RANDI S. TOMPKINS
SEAL                              ----------------------------------------
                                  Randi S. Tompkins, President
                                  Taxpayer Identification Number: 65-1049209


State of Missouri )
                  ) SS:
County of _______ )

The foregoing  instrument was  acknowledged  before me this ___ day of December,
2001, by Randi S. Tompkins, as President of Leisure Communication Network, Inc.,
a Delaware corporation, on behalf of the corporation. She is personally known to
me or has produced a driver's license,  passport or military identification,  or
other form of identification and did not take an oath.

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




                                       33

</TEXT>
</DOCUMENT>
