SEVENTH AMENDED AND RESTATED PROMISSORY NOTE

SEVENTH AMENDED AND RESTATED PROMISSORY NOTE

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Borrower promises to pay to the order of Bank, in lawful money of the United States of America, at its office indicated above or wherever else Bank may specify, the sum of FIFTEEN MILLION SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS ($15,700,000.00) 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 Seventh Amended and Restated Promissory Note (including all renewals, extensions or modifications hereof, (“Note”).

RENEWAL/MODIFICATION. This Note amends, restates, extends and supersedes in its entirety that certain Sixth Amended and Restated Promissory Note dated August 8, 2007 (the “Original Promissory Note”), evidencing a principal amount of $20,000,000.00 of which $15,700,000.00 is currently outstanding, the original of which is attached to this Note. Should there be any conflict between any of the terms of the Original Promissory Note and the terms of this Note, the terms of this Note shall control. This Note is not a novation.

LOAN AGREEMENT. This Note is subject to the provisions of that certain Sixth Amended and Restated Loan Agreement between Bank and Borrower dated August 8, 2007, as modified by that certain Amendment and Ratification of Sixth Amended and Restated Loan Agreement and Other Loan

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Documents dated of even date herewith (as the same may be further amended or modified from time to time, the “Loan Agreement”).

INTEREST RATE. Interest shall accrue on the unpaid principal balance of this Note from the date hereof at the LIBOR Market Index Rate plus 1.75%, 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 Successor Page 3750 as of 11:00 a.m., London time, on such day, or if such day is not a London business day, then the immediately preceding London business day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation).

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

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

REPAYMENT TERMS/MATURITY. This Note shall be due and payable in consecutive monthly payments of accrued interest only, commencing on August 31, 2009, and continuing on the last day of each month thereafter until fully paid. In any event, all principal and accrued interest shall be due and payable on October 30, 2009 (the “Maturity Date”).

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

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

DEFINITIONS. Loan Documents. The term “Loan Documents” used in this Note and the other Loan Documents refers to all documents executed in connection with or related to the loan evidenced by this Note and any prior notes which evidence all or any portion of the loan evidenced by this Note, and any letters of credit issued pursuant to any loan agreement to which this Note is subject, any applications for such letters of credit and any other documents executed in connection therewith or related thereto,and may include, without limitation, the Loan Agreement, this Note, guaranty agreements, security agreements, security instruments, financing statements, mortgage instruments, any renewals or modifications, whenever any of the foregoing are executed, but does not include swap agreements (as defined in 11 U.S.C. § 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. § 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.

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

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

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

DEFAULT. If any of the following occurs, a default (“Default”) under this Note shall exist: Nonpayment; Nonperformance. The failure of timely payment or performance of the Obligations or Default under this Note not paid within five (5) days of the applicable due date or the failure of timely performance of any other Obligations under any other Loan Document, not cured within fifteen (15) days after written notice from Bank to Borrower. Borrower’s right to cure shall be applicable only to curable defaults and shall not apply, without limitation, to Defaults based upon False Warranty or Cessation; Bankruptcy or any financial covenant. False Warranty. A warranty or representation made or deemed made in the Loan Documents or furnished Bank in connection with the loan evidenced by this Note proves materially false, or if of a continuing nature, becomes materially false. Cross Default. At Bank’s option, any default in payment or performance of any obligation under any other loans, contracts or agreements of Borrower, any Subsidiary or Affiliate of Borrower, any general partner of or the holder(s) of the majority ownership interests of Borrower with Bank or its affiliates, (“Affiliate” shall have the meaning as defined in 11 U.S.C. § 101, except that the term “Borrower” shall be substituted for the term “Debtor” therein; “Subsidiary” shall mean any business in which Borrower holds, directly or indirectly, a controlling interest), which is not cured within the applicable cure period. Cessation. The dissolution of, termination of existence of, loss of good standing status by, Borrower, its Subsidiaries or Affiliates, if any (excluding any shareholder of Bluegreen Corporation), or any party to the Loan Documents. Notwithstanding the foregoing, it shall not be a Default if any Borrower (other than Bluegreen Corporation) (i) voluntarily dissolves or merges into, or consolidates with, another Borrower, (ii) converts into another form of entity, so long as it is ultimately controlled by Bluegreen Corporation, or (iii) is administratively dissolved by the jurisdiction of its formation so long as, upon learning of such dissolution, its existence and good standing in such jurisdiction are promptly reinstated. Bankruptcy. The dissolution of, termination of existence of, loss of good standing status by, appointment of a receiver for, assignment for the benefit of creditors of, or commencement of any bankruptcy or insolvency proceeding by or against Borrower, its Subsidiaries or Affiliates, if any (excluding any shareholder of Bluegreen Corporation), or any party to the Loan Documents. Material Capital Structure or Business Alteration. Without prior written consent of Bank, (i) the sale of substantially all of the business or assets of Borrower or a material portion (25% or more) of such business or assets if 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, unless such stock sale is to any existing shareholder owning more than 26% of the stock of Bluegreen Corporation; or (ii) should any Borrower enter into any merger or consolidation other than with another Borrower or any of Borrower’s Subsidiaries or Affiliates or with any existing shareholder owning more than 26% of the stock of Bluegreen Corporation. Material Capital Structure or Business Alteration of Borrower’s Subsidiaries or Affiliates. Borrower’s failure to provide Bank with an annual report detailing (in such detail as required by bank) any of the following transactions: (i) a material alteration in the kind or type of Borrower’s Subsidiaries’ or Affiliates’ business; (ii) the sale of substantially all of the business or assets of any of Borrower’s Subsidiaries or Affiliates, or a material portion (10% or more) of such business or assets if such a sale is outside the ordinary course of business of Borrower’s Subsidiaries or Affiliates or any guarantor, or more than 50% of the outstanding stock or voting power of or in any such entity in a single transaction or a series of transactions (excluding sales to another Borrower or any of Borrower’s Subsidiaries or Affiliates or with any existing shareholder owning more than 26% of the stock of Bluegreen Corporation); (iii) Borrower’s Subsidiaries’ or Affiliates’ acquisition of

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substantially all of the business or assets or more than 50% of the outstanding stock or voting power of any other entity (excluding sales to another Borrower or any of Borrower’s Subsidiaries or Affiliates); or (iv) should any of Borrower’s Subsidiaries or Affiliates or any guarantor enter into any merger or consolidation other than with another one of Borrower’s Subsidiaries or Affiliates or with any existing shareholder owning more than 26% of the stock of Bluegreen Corporation.

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

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

LINE OF CREDIT ADVANCES. Borrower may borrow, repay and reborrow, and Bank may advance and readvance under this Note respectively from time to time until the maturity hereof (each an “Advance” and together the “Advances”), so long as the total principal balance outstanding under this Note at any one time does not