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Schedule I Hereto (this "supplement"), Among The Transferor Purchaser Set Forth - BLUEGREEN CORP - 11-14-2003

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Schedule I Hereto (this "supplement"), Among The Transferor Purchaser Set Forth - BLUEGREEN CORP - 11-14-2003 Powered By Docstoc
					EXHIBIT 10.117 EXECUTION COPY TRANSFER SUPPLEMENT TRANSFER SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I hereto (this "Supplement"), among the transferor Purchaser set forth in Item 2 of Schedule I hereto (the "Transferor Purchaser"), the Purchasing Purchaser set forth in Item 3 of Schedule I hereto (the "Purchasing Purchaser") and ING Capital LLC ("ING"), as Agent for the Purchasers under, and as defined in, the Note Purchase Agreement described below (in such capacity, the "Agent"). W I T N E S S E T H: WHEREAS, this Supplement is being executed and delivered in accordance with subsection 8.1(e) of the Amended and Restated Note Purchase Agreement, dated as of April 17, 2002, among BXG RECEIVABLES NOTE TRUST 2001-A, as Issuer, BLUEGREEN CORPORATION, as Seller and Servicer ("Bluegreen"), BLUEGREEN RECEIVABLES FINANCE CORPORATION V, as Depositor, the Purchasers parties thereto and the Agent (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the "Note Purchase Agreement"); unless otherwise defined herein, terms defined in the Note Purchase Agreement are used herein as therein defined; WHEREAS, there is one outstanding Note issued pursuant to the Note Purchase Agreement and the Indenture and such Note is registered in the name of the Agent, as nominee for the Purchasers; WHEREAS, the Purchasing Purchaser wishes to (i) become a Purchaser party to the Note Purchase Agreement and (ii) acquire and assume from the Transferor Purchaser, all of its interests in the Notes and all of the Transferor Purchaser's rights, obligations and commitments as a Noncommitted Purchaser under the Note Purchase Agreement; WHEREAS, the Transferor Purchaser wishes to sell and assign to the Purchasing Purchaser, such Notes and such rights, obligations and commitments under the Note Purchase Agreement; WHEREAS, simultaneous with the effectiveness hereof, ING, in its capacity as the Committed Purchaser to the Note Purchase Agreement, will assign to Resort Finance LLC pursuant to a Transfer Supplement dated the date hereof (the "Other Supplement"), all of such Committed Purchaser's rights and obligations under the Note Purchase Agreement and, in addition, will resign as Agent under the Note Purchase Agreement and the other Related Documents. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Upon receipt by the Agent of five counterparts of this Supplement, to each of which is attached a fully completed Schedule I and Schedule II, each of which has been executed -1-

by the Transferor Purchaser, the Purchasing Purchaser, the Issuer and the Agent, the Agent will transmit to the Servicer, the Seller, the Issuer, the Depositor, the Indenture Trustee, the Transferor Purchaser and the Purchasing Purchaser a Transfer Effective Notice, substantially in the form of Schedule III to this Supplement (a "Transfer Effective Notice"). Such Transfer Effective Notice shall be executed by the Agent and shall set forth, inter alia, the date on which the transfer effected by this Supplement shall become effective (the "Transfer Effective Date"). From and after the Transfer Effective Date the Purchasing Purchaser shall be a Purchaser party to the Note Purchase Agreement for all purposes thereof as a Noncommitted Purchaser or Committed Purchaser and, if applicable, a Liquidity Provider, as specified on Schedule II to this Supplement.

by the Transferor Purchaser, the Purchasing Purchaser, the Issuer and the Agent, the Agent will transmit to the Servicer, the Seller, the Issuer, the Depositor, the Indenture Trustee, the Transferor Purchaser and the Purchasing Purchaser a Transfer Effective Notice, substantially in the form of Schedule III to this Supplement (a "Transfer Effective Notice"). Such Transfer Effective Notice shall be executed by the Agent and shall set forth, inter alia, the date on which the transfer effected by this Supplement shall become effective (the "Transfer Effective Date"). From and after the Transfer Effective Date the Purchasing Purchaser shall be a Purchaser party to the Note Purchase Agreement for all purposes thereof as a Noncommitted Purchaser or Committed Purchaser and, if applicable, a Liquidity Provider, as specified on Schedule II to this Supplement. 2. At or before 12:00 Noon, local time of the Transferor Purchaser, on the Transfer Effective Date, the Purchasing Purchaser shall pay to the Transferor Purchaser, in immediately available funds, an amount equal to the Purchase Price, of the portion set forth on Schedule II hereto being purchased by such Purchasing Purchaser of the outstanding advances under the Note owned by the Transferor Purchaser (such Purchasing Purchaser's "Purchase Percentage") and other amounts owing to the Transferor Purchaser under the Note Purchase Agreement or otherwise in respect of the Notes. Effective upon receipt by the Transferor Purchaser of the Purchase Price from the Purchasing Purchaser, the Transferor Purchaser hereby irrevocably sells, assigns and transfers to the Purchasing Purchaser, without recourse, representation or warranty (except as specified herein), and the Purchasing Purchaser hereby irrevocably purchases, takes and assumes from the Transferor Purchaser, the Purchasing Purchaser's Purchase Percentage of (i) the presently outstanding Invested Amount under the Notes owned by the Transferor Purchaser and other amounts owing to the Transferor Purchaser in respect of the Notes, together with all instruments, documents and collateral security pertaining thereto, and (ii) the Purchasing Purchaser's Purchase Percentage of (A) if the Transferor Purchaser is a Noncommitted Purchaser, the Noncommitted Purchaser Percentage of the Transferor Purchaser and the other rights and duties of the Transferor Purchaser under the Note Purchase Agreement, or (B) if the Transferor Purchaser is a Committed Purchaser, the Commitment Percentage, the Liquidity Percentage, if applicable, and the Commitment of the Transferor Purchaser and other rights, duties and obligations of the Transferor Purchaser under the Note Purchase Agreement. This Supplement is intended by the parties hereto to effect a purchase by the Purchasing Purchaser and sale by the Transferor Purchaser of interests in the Notes, and it is not to be construed as a loan or a commitment to make a loan by the Purchasing Purchaser to the Transferor Purchaser. The Transferor Purchaser hereby confirms that the amount of the Outstanding Amount of the Notes is $59,394,020.93 and its Percentage Interest thereof is 0%, which equals $0 as of October 8, 2003; therefore, the parties hereto agree that the "Purchase Price" is equal to $0. Upon and after the Transfer Effective Date (until further modified in accordance with the Note Purchase Agreement), the Noncommitted Purchaser Percentage or Commitment Percentage, as applicable of the Transferor Purchaser and the Purchasing Purchaser and the Commitment and the Liquidity Percentage, if applicable, if any, of the Transferor Purchaser and the Purchasing Purchaser shall be as set forth in Schedule II to this Supplement. -2-

3. The Transferor Purchaser has made arrangements with the Purchasing Purchaser with respect to (i) the portion, if any, to be paid, and the date or dates for payment, by the Transferor Purchaser to the Purchasing Purchaser of any fees heretofore received by the Transferor Purchaser pursuant to the Note Purchase Agreement prior to the Transfer Effective Date and (ii) the portion, if any, to be paid, and the date or dates for payment, by the Purchasing Purchaser to the Transferor Purchaser of fees or interest received by the Purchasing Purchaser pursuant to the Note Purchase Agreement or otherwise in respect of the Notes from and after the Transfer Effective Date. 4. All principal payments that would otherwise be payable from and after the Transfer Effective Date to or for the account of the Transferor Purchaser in respect of the Notes shall, instead, be payable to or for the account of the Transferor Purchaser and the Purchasing Purchaser, as the case may be, in accordance with their respective interests as reflected in this Supplement. All interest, fees and other amounts that would otherwise accrue for the account of the Transferor Purchaser from and after the Transfer Effective Date pursuant to the Note Purchase Agreement or in respect of the Notes shall, instead, accrue for the account of, and be payable to or for the account of, the Transferor Purchaser and the Purchasing Purchaser, as the case may be, in accordance with their respective interests as reflected in this Supplement. In the event that any amount of interest, fees or other amounts accruing prior to the Transfer Effective Date was included in the Purchase Price paid by the Purchasing Purchaser to the Transferor Purchaser, the Transferor Purchaser has received such amounts from the Issuer to the extent

3. The Transferor Purchaser has made arrangements with the Purchasing Purchaser with respect to (i) the portion, if any, to be paid, and the date or dates for payment, by the Transferor Purchaser to the Purchasing Purchaser of any fees heretofore received by the Transferor Purchaser pursuant to the Note Purchase Agreement prior to the Transfer Effective Date and (ii) the portion, if any, to be paid, and the date or dates for payment, by the Purchasing Purchaser to the Transferor Purchaser of fees or interest received by the Purchasing Purchaser pursuant to the Note Purchase Agreement or otherwise in respect of the Notes from and after the Transfer Effective Date. 4. All principal payments that would otherwise be payable from and after the Transfer Effective Date to or for the account of the Transferor Purchaser in respect of the Notes shall, instead, be payable to or for the account of the Transferor Purchaser and the Purchasing Purchaser, as the case may be, in accordance with their respective interests as reflected in this Supplement. All interest, fees and other amounts that would otherwise accrue for the account of the Transferor Purchaser from and after the Transfer Effective Date pursuant to the Note Purchase Agreement or in respect of the Notes shall, instead, accrue for the account of, and be payable to or for the account of, the Transferor Purchaser and the Purchasing Purchaser, as the case may be, in accordance with their respective interests as reflected in this Supplement. In the event that any amount of interest, fees or other amounts accruing prior to the Transfer Effective Date was included in the Purchase Price paid by the Purchasing Purchaser to the Transferor Purchaser, the Transferor Purchaser has received such amounts from the Issuer to the extent that it was entitled thereto and such amounts are received by the Transferor Purchaser on or after the Transfer Effective Date, the Transferor Purchaser and the Purchasing Purchaser will make appropriate arrangements for payment by the Transferor Purchaser to the Purchasing Purchaser of such amount. 5. Concurrently with the execution and delivery hereof, the Purchasing Purchaser will deliver to the Agent, the Issuer and the Indenture Trustee an executed investor representation letter certifying that it is an "accredited investor" as defined by Rule 501 of the Securities Act. The Issuer acknowledges the foregoing and waives any requirement contained in the Note Purchase Agreement that the Purchasing Purchaser be a "qualified institutional buyer" as defined by Rule 144A of the Securities Act. 6. Each of the parties to this Supplement agrees and acknowledges that (i) at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Supplement, and (ii) the Agent shall apply each payment made to it under the Note Purchase Agreement, whether in its individual capacity or as Agent, in accordance with the provisions of the Note Purchase Agreement, as appropriate. 7. (A) By executing and delivering this Supplement, the Purchasing Purchaser confirms and agrees with the Transferor Purchaser and the Agent as follows: (i) each Purchasing Purchaser confirms that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and, based on such analysis, has made the decision to enter into this Supplement; (ii) each Purchasing Purchaser will, -3-

independently and without reliance upon the Agent, the Transferor Purchaser or any other Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Note Purchase Agreement or the Indenture; (iii) each Purchasing Purchaser appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Note Purchase Agreement and the Indenture as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Section 7 of the Note Purchase Agreement; and (iv) each Purchasing Purchaser agrees (for the benefit of the Transferor Purchaser, the Issuer, the Agent, the Purchasers, the Indenture Trustee, the Depositor, the Seller, the Servicer and the Issuer) that it will perform in accordance with their terms all of the obligations which by the terms of the Note Purchase Agreement are required to be performed by it as a Purchaser. (B) By executing and delivering this Supplement, the Transferor Purchaser confirms and agrees with the Purchasing Purchaser as follows: (i) it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, (ii) it has not received written notice from Bluegreen stating that an Amortization Event (NPA) has occurred, and (iii) it has not received any written notice from Bluegreen stating that a material adverse event has occurred which

independently and without reliance upon the Agent, the Transferor Purchaser or any other Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Note Purchase Agreement or the Indenture; (iii) each Purchasing Purchaser appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Note Purchase Agreement and the Indenture as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Section 7 of the Note Purchase Agreement; and (iv) each Purchasing Purchaser agrees (for the benefit of the Transferor Purchaser, the Issuer, the Agent, the Purchasers, the Indenture Trustee, the Depositor, the Seller, the Servicer and the Issuer) that it will perform in accordance with their terms all of the obligations which by the terms of the Note Purchase Agreement are required to be performed by it as a Purchaser. (B) By executing and delivering this Supplement, the Transferor Purchaser confirms and agrees with the Purchasing Purchaser as follows: (i) it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim, (ii) it has not received written notice from Bluegreen stating that an Amortization Event (NPA) has occurred, and (iii) it has not received any written notice from Bluegreen stating that a material adverse event has occurred which would affect the financial condition of the Seller, the Servicer, the Depositor, the Issuer or the Indenture Trustee or their respective abilities to perform or observe their obligations under the Transaction Documents. 8. Schedule II hereto sets forth the revised Noncommitted Purchaser Percentage or the revised Commitment Percentage, the revised Liquidity Percentage, if applicable, and Commitment of the Transferor Purchaser, as applicable, the Noncommitted Purchaser Percentage or the Commitment Percentage, the Liquidity Percentage, if applicable, Commitment and Commitment Expiration Date of the Purchasing Purchaser, as applicable, and the initial Investing Office of the Purchasing Purchaser, as well as administrative information with respect to the Purchasing Purchaser. 9. Simultaneously with the delivery by the Transferor Purchaser, as Agent, of the Transfer Effective Notice pursuant to paragraph 1 above and receipt of the Purchase Price as defined herein and in the Other Supplement, ING as Agent and nominee for the Purchasers, is hereby instructed to surrender the Note to the Indenture Trustee for transfer, without recourse, to Resort Finance LLC, as successor Agent under the Note Purchase Agreement. 10. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed by their respective duly authorized officers on Schedule I hereto as of the date set forth in Item 1 of Schedule I hereto. -4-

SCHEDULE I TO TRANSFER SUPPLEMENT COMPLETION OF INFORMATION AND SIGNATURES FOR TRANSFER SUPPLEMENT Re: Amended and Restated Note Purchase Agreement, dated as of April 17, 2002, among BXG RECEIVABLES NOTE TRUST 2001-A, BLUEGREEN CORPORATION, as Seller and Servicer, BLUEGREEN RECEIVABLES FINANCE CORPORATION V, as Depositor, the Purchasers party thereto and ING CAPITAL LLC, as Agent. Item 1: Date of Transfer Supplement: October 8, 2003 Item 2: Transferor Purchaser: ING Capital LLC Item 3: Purchasing Purchaser: Resort Finance LLC

SCHEDULE I TO TRANSFER SUPPLEMENT COMPLETION OF INFORMATION AND SIGNATURES FOR TRANSFER SUPPLEMENT Re: Amended and Restated Note Purchase Agreement, dated as of April 17, 2002, among BXG RECEIVABLES NOTE TRUST 2001-A, BLUEGREEN CORPORATION, as Seller and Servicer, BLUEGREEN RECEIVABLES FINANCE CORPORATION V, as Depositor, the Purchasers party thereto and ING CAPITAL LLC, as Agent. Item 1: Date of Transfer Supplement: October 8, 2003 Item 2: Transferor Purchaser: ING Capital LLC Item 3: Purchasing Purchaser: Resort Finance LLC Item 4: Signatures of Parties to Agreement: ING CAPITAL LLC, as Transferor Purchaser
By: /S/ SALAH SAABNEH -------------------------------------Name: SALAH SAABNEH Title: VICE PRESIDENT

RESORT FINANCE LLC, as Purchasing Purchaser
By: /S/ THOMAS A. PERROTT -------------------------------------Name: THOMAS A. PERROTT Title: VICE PRESIDENT

-1-

CONSENTED TO AND ACCEPTED BY: ING CAPITAL LLC, as Agent
By: /S/ SALAH SAABNEH ------------------------------------------Name: Title:

BXG RECEIVABLES NOTE TRUST 2001-A By: WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee
By: /S/ JEANNE OLLER ------------------------------------------Name: JEANNE M. OLLER Title: FINANCIAL SERVICES OFFICER

CONSENTED TO AND ACCEPTED BY: ING CAPITAL LLC, as Agent
By: /S/ SALAH SAABNEH ------------------------------------------Name: Title:

BXG RECEIVABLES NOTE TRUST 2001-A By: WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee
By: /S/ JEANNE OLLER ------------------------------------------Name: JEANNE M. OLLER Title: FINANCIAL SERVICES OFFICER

BLUEGREEN CORPORATION, as Seller and Servicer
By: /S/ ALLAN J. HERZ ------------------------------------------Name: ALLAN J. HERZ Title: VICE PRESIDENT

BLUEGREEN RECEIVABLES FINANCE CORPORATION V, as Depositor
By: /S/ ALLAN J. HERZ ------------------------------------------Name: ALLAN J. HERZ Title: PRESIDENT & SECRETARY

U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and Custodian
By: /S/ TAMARA SCHULTZ-FUGH ------------------------------------------Name: TAMARA SCHULTZ-FUGH Title: VICE PRESIDENT

-2-

SCHEDULE II TO TRANSFER SUPPLEMENT LIST OF INVESTING OFFICES, ADDRESSES FOR NOTICES, ASSIGNED INTERESTS, PURCHASE AND COMMITMENT PERCENTAGES AND PURCHASE PRICE ING CAPITAL LLC
A. Noncommitted Purchaser: Yes If applicable:

SCHEDULE II TO TRANSFER SUPPLEMENT LIST OF INVESTING OFFICES, ADDRESSES FOR NOTICES, ASSIGNED INTERESTS, PURCHASE AND COMMITMENT PERCENTAGES AND PURCHASE PRICE ING CAPITAL LLC
A. Noncommitted Purchaser: Yes If applicable: Noncommitted Purchaser Percentage: Transferor Purchaser Noncommitted Purchaser Percentage Prior to Sale: Noncommitted Purchaser Percentage Sold: Noncommitted Purchaser Percentage Retained: Liquidity Providers and Liquidity Percentages after Sale: ______________________ ______________________ ______________________ N/A N/A N/A

100% 100% 0%

B.

Committed Purchaser: No If applicable: Commitment Percentage: Transferor Purchaser Commitment Percentage Prior to Sale: Commitment Percentage Sold: Commitment Percentage Retained: Commitment: Transferor Purchaser Commitment Prior to Sale:

N/A N/A N/A

N/A

-1Commitment Sold: Commitment Retained C. Liquidity Commitment: Related Noncommitted Purchaser: Liquidity Percentage Prior to Sale: Liquidity Percentage Sold: Liquidity Percentage Retained: N/A N/A N/A N/A N/A N/A

D.

Outstanding Amount of Notes:

Commitment Sold: Commitment Retained C. Liquidity Commitment: Related Noncommitted Purchaser: Liquidity Percentage Prior to Sale: Liquidity Percentage Sold: Liquidity Percentage Retained:

N/A N/A

N/A N/A N/A N/A

D.

Outstanding Amount of Notes: Transferor Purchaser Outstanding Amount of Notes Prior to Sale: Outstanding Amount of Notes Sold: Outstanding Amount of Notes Retained:

$59,394,020.93 $59,394,020.93 $0 100%

E.

Purchase Percentage:

Resort Finance LLC
A. Noncommitted Purchaser: If applicable: Initial Noncommitted Purchaser Percentage: Liquidity Providers and Liquidity Percentages after Sale: ______________________ ______________________ ______________________ B. Committed Purchaser: If applicable: Committed Percentage: Commitment: N/A N/A No N/A N/A N/A N/A Yes

-2Related Noncommitted Purchaser: Liquidity Percentage: C. Outstanding Amount of Notes Owned Immediately After Sale: N/A N/A $59,394,020.93

Address for Notices:

Resort Finance LLC 4 Marshall Street, North Adams, MA 02147 Attn: Tracy A. Gaylord, President Resort Finance LLC 4 Marshall Street, North Adams, MA 02147 Attn: Tracy A. Gaylord, President

Investing Office:

Related Noncommitted Purchaser: Liquidity Percentage: C. Outstanding Amount of Notes Owned Immediately After Sale:

N/A N/A $59,394,020.93

Address for Notices:

Resort Finance LLC 4 Marshall Street, North Adams, MA 02147 Attn: Tracy A. Gaylord, President Resort Finance LLC 4 Marshall Street, North Adams, MA 02147 Attn: Tracy A. Gaylord, President

Investing Office:

-3-

SCHEDULE III TO TRANSFER SUPPLEMENT Form of Transfer Effective Notice To: BXG Note Receivables Trust 2001-A Bluegreen Corporation U.S. Bank National Association Resort Finance LLC ING Capital LLC The undersigned, as Agent under the Note Purchase Agreement (the "Note Purchase Agreement"), dated as of April 17, 2002, among BXG RECEIVABLES NOTE TRUST 2001-A, as Issuer, BLUEGREEN CORPORATION, as Seller and Servicer, BLUEGREEN RECEIVABLES FINANCE CORPORATION V, as Depositor, the Purchasers parties thereto and ING Capital LLC, as Agent for the Purchasers thereunder, acknowledges receipt of five executed counterparts of a completed Transfer Supplement. Terms defined in such Supplement are used herein as therein defined. Pursuant to such Transfer Supplement, you are advised that the Transfer Effective Date will be October 8, 2003. Effective immediately, ING Capital LLC resigns as Agent under the Note Purchase Agreement. Very truly yours, ING CAPITAL, as Agent
By: /S/ SALAH SAABNEH --------------------Name: Title:

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EXHIBIT 10.118 as of October 8, 2003 BXG Receivables Note Trust 2001-A

SCHEDULE III TO TRANSFER SUPPLEMENT Form of Transfer Effective Notice To: BXG Note Receivables Trust 2001-A Bluegreen Corporation U.S. Bank National Association Resort Finance LLC ING Capital LLC The undersigned, as Agent under the Note Purchase Agreement (the "Note Purchase Agreement"), dated as of April 17, 2002, among BXG RECEIVABLES NOTE TRUST 2001-A, as Issuer, BLUEGREEN CORPORATION, as Seller and Servicer, BLUEGREEN RECEIVABLES FINANCE CORPORATION V, as Depositor, the Purchasers parties thereto and ING Capital LLC, as Agent for the Purchasers thereunder, acknowledges receipt of five executed counterparts of a completed Transfer Supplement. Terms defined in such Supplement are used herein as therein defined. Pursuant to such Transfer Supplement, you are advised that the Transfer Effective Date will be October 8, 2003. Effective immediately, ING Capital LLC resigns as Agent under the Note Purchase Agreement. Very truly yours, ING CAPITAL, as Agent
By: /S/ SALAH SAABNEH --------------------Name: Title:

i

EXHIBIT 10.118 as of October 8, 2003 BXG Receivables Note Trust 2001-A c/o Wilmington Trust Company Rodney Square North 1100 N. Market Street Wilmington, DE 19890 Re: Asset Backed Notes, Series 2001-A Ladies and Gentlemen: Reference is made to (i) that certain Amended and Restated Note Purchase Agreement (the "Note Purchase Agreement"), dated as of April 17, 2002, by and among BXG Receivables Note Trust 2001-A, as Issuer (the "Issuer"), Bluegreen Receivables Finance Corporation V, as Depositor (the "Depositor"), Bluegreen Corporation, as Seller and Servicer ("Bluegreen"), the Purchasers party thereto and the undersigned Resort Finance LLC (as successor to ING Capital LLC), as Agent ("RFL"), relating to your Asset Backed Notes, Series 2001-A, and (ii) that certain Amended and Restated Indenture (the "Indenture"), dated as of April 17, 2002, by and among the Issuer and U.S. Bank National Association (formerly known as U.S. Bank Trust National Association), as Indenture Trustee (the "Indenture Trustee"). Capitalized terms used herein and not defined shall have the

EXHIBIT 10.118 as of October 8, 2003 BXG Receivables Note Trust 2001-A c/o Wilmington Trust Company Rodney Square North 1100 N. Market Street Wilmington, DE 19890 Re: Asset Backed Notes, Series 2001-A Ladies and Gentlemen: Reference is made to (i) that certain Amended and Restated Note Purchase Agreement (the "Note Purchase Agreement"), dated as of April 17, 2002, by and among BXG Receivables Note Trust 2001-A, as Issuer (the "Issuer"), Bluegreen Receivables Finance Corporation V, as Depositor (the "Depositor"), Bluegreen Corporation, as Seller and Servicer ("Bluegreen"), the Purchasers party thereto and the undersigned Resort Finance LLC (as successor to ING Capital LLC), as Agent ("RFL"), relating to your Asset Backed Notes, Series 2001-A, and (ii) that certain Amended and Restated Indenture (the "Indenture"), dated as of April 17, 2002, by and among the Issuer and U.S. Bank National Association (formerly known as U.S. Bank Trust National Association), as Indenture Trustee (the "Indenture Trustee"). Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Note Purchase Agreement, the Indenture or the Amended and Restated Sale and Servicing Agreement (the "Sale and Servicing Agreement"), dated as of April 17, 2002, by and among the Depositor, the Issuer, Bluegreen, Concord Servicing Corporation, as Backup Servicer and the Indenture Trustee. 1. Pursuant to Section 2.2(d) of the Note Purchase Agreement, you are hereby notified that each Purchaser has agreed and by execution hereof, confirms such agreement, to extend the Commitment Expiration Date from September 30, 2003 to March 31, 2004. 2. Notwithstanding the definition of "Funding Rate" in the Note Purchase Agreement, except when and to the extent that an Amortization Event (NPA) shall have occurred and be continuing, the "Funding Rate" under the Note Purchase Agreement shall be one-month LIBOR. To the extent that an Amortization Event (NPA) shall have occurred and is continuing, the "Funding Rate" shall be as specified in the Note Purchase Agreement.

3. Notwithstanding the definition of "Facility Limit" in the Sale and Servicing Agreement, pursuant to the definition of "Facility Limit" therein, RFL, as Agent, hereby notifies you that the Facility Limit is $100,000,000 and the Commitments of the Purchasers under the Note Purchase Agreements is hereby increased to $100,000,000 accordingly. 4. On each Payment Date after the execution of this letter agreement, the Issuer will be required to pay to the Agent (A) until the Facility Termination Date, a program fee ("Program Fee") equal to the product of the Facility Limit and 1/12 of 0.25%, and (B) a utilization fee ("Utilization Fee") equal to the product of (i) the product of (x) a fraction, the numerator of which is 2.00% and the denominator of which is 360 and (y) the number of days elapsed since the Payment Date immediately preceding such Payment Date and (ii) the average daily Note Principal Balance for the period from the Payment Date immediately preceding such Payment Date to the day prior to such Payment Date. The Program Fees and Utilization Fees shall be paid pursuant to Section 3.2 of the Sale and Servicing Agreement. The Issuer is hereby notified that this letter agreement shall constitute the "Fee Letter" for purposes of Section 2.3(a) of the Note Purchase Agreement, this letter agreement supersedes the Fee Letter dated as of April 17, 2002 from ING Capital LLC to the Issuer in its entirety and this letter agreement shall constitute a Related Document for all purposes of the Indenture and the Note Purchase Agreement, and that the failure to pay the Fees set forth in this letter agreement shall constitute an Amortization Event for purposes of Section 5.1 of the Indenture. 5. Other than as specified in the paragraphs above, all other terms of the Note Purchase Agreement and other

3. Notwithstanding the definition of "Facility Limit" in the Sale and Servicing Agreement, pursuant to the definition of "Facility Limit" therein, RFL, as Agent, hereby notifies you that the Facility Limit is $100,000,000 and the Commitments of the Purchasers under the Note Purchase Agreements is hereby increased to $100,000,000 accordingly. 4. On each Payment Date after the execution of this letter agreement, the Issuer will be required to pay to the Agent (A) until the Facility Termination Date, a program fee ("Program Fee") equal to the product of the Facility Limit and 1/12 of 0.25%, and (B) a utilization fee ("Utilization Fee") equal to the product of (i) the product of (x) a fraction, the numerator of which is 2.00% and the denominator of which is 360 and (y) the number of days elapsed since the Payment Date immediately preceding such Payment Date and (ii) the average daily Note Principal Balance for the period from the Payment Date immediately preceding such Payment Date to the day prior to such Payment Date. The Program Fees and Utilization Fees shall be paid pursuant to Section 3.2 of the Sale and Servicing Agreement. The Issuer is hereby notified that this letter agreement shall constitute the "Fee Letter" for purposes of Section 2.3(a) of the Note Purchase Agreement, this letter agreement supersedes the Fee Letter dated as of April 17, 2002 from ING Capital LLC to the Issuer in its entirety and this letter agreement shall constitute a Related Document for all purposes of the Indenture and the Note Purchase Agreement, and that the failure to pay the Fees set forth in this letter agreement shall constitute an Amortization Event for purposes of Section 5.1 of the Indenture. 5. Other than as specified in the paragraphs above, all other terms of the Note Purchase Agreement and other Transaction Documents shall continue in full force and effect. 6. This letter agreement shall be governed by the laws of the State of New York. Please signify your agreement to and acceptance of the foregoing by executing this letter agreement in the space provided below. Very truly yours, RESORT FINANCE LLC, as Agent and Purchaser
By: /S/ THOMAS A. PERROTT ----------------------Name: THOMAS A. PERROTT Title: VICE PRESIDENT

2

Agreed to and accepted as of the date first above written: BXG RECEIVABLES NOTE TRUST 2001-A By: Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee
By: /S/ JEANNE OLLER --------------------------------Name: JEANNE M. OLLER Title: FINANCIAL SERVICES OFFICER

BLUEGREEN CORPORATION, as Seller and Servicer
By: /S/ ALLAN J. HERZ ---------------------------

Agreed to and accepted as of the date first above written: BXG RECEIVABLES NOTE TRUST 2001-A By: Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee
By: /S/ JEANNE OLLER --------------------------------Name: JEANNE M. OLLER Title: FINANCIAL SERVICES OFFICER

BLUEGREEN CORPORATION, as Seller and Servicer
By: /S/ ALLAN J. HERZ --------------------------Name: ALLAN J. HERZ Title: VICE PRESIDENT

Bluegreen Receivables Finance Corporation V, as Depositor
By: /S/ ALLAN J. HERZ --------------------------Name: ALLAN J. HERZ Title: PRESIDENT & SECRETARY

cc: U.S. Bank Trust National Association 3

EXHIBIT 10.130 AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT FACILITY AGREEMENT THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT FACILITY AGREEMENT ("Amendment No. 2") is made and entered into as of this 29th day of August, 2003 by and among FINOVA Capital Corporation, a Delaware corporation ("Lender"), Bluegreen Corporation, a Massachusetts corporation ("Parent"), Bluegreen Southwest One, L.P., a Delaware limited partnership ("Bluegreen One"), Bluegreen Southwest Land, Inc., a Delaware corporation ("Bluegreen Land") and Bluegreen Vacations Unlimited, Inc., a Florida corporation ("BVU") (Parent, Bluegreen One, Bluegreen Land and BVU are sometimes collectively referred to as the "Obligors" and individually as an "Obligor"). RECITALS A. Lender and Parent are parties to a Second Amended and Restated Credit Facility Agreement dated as of September 14, 1999 as amended by an Amendment No. 1 to Second Amended and Restated Credit Facility Agreement dated as of January 21, 2003 ("Credit Facility Agreement"). B. Bluegreen One obtained various loans ("BSO Loans") from the Lender pursuant to the Credit Facility Agreement and such loans were guaranteed by Parent and Bluegreen Land and BVU. One or more of the BSO Loans made to Bluegreen One are presently outstanding.

EXHIBIT 10.130 AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT FACILITY AGREEMENT THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT FACILITY AGREEMENT ("Amendment No. 2") is made and entered into as of this 29th day of August, 2003 by and among FINOVA Capital Corporation, a Delaware corporation ("Lender"), Bluegreen Corporation, a Massachusetts corporation ("Parent"), Bluegreen Southwest One, L.P., a Delaware limited partnership ("Bluegreen One"), Bluegreen Southwest Land, Inc., a Delaware corporation ("Bluegreen Land") and Bluegreen Vacations Unlimited, Inc., a Florida corporation ("BVU") (Parent, Bluegreen One, Bluegreen Land and BVU are sometimes collectively referred to as the "Obligors" and individually as an "Obligor"). RECITALS A. Lender and Parent are parties to a Second Amended and Restated Credit Facility Agreement dated as of September 14, 1999 as amended by an Amendment No. 1 to Second Amended and Restated Credit Facility Agreement dated as of January 21, 2003 ("Credit Facility Agreement"). B. Bluegreen One obtained various loans ("BSO Loans") from the Lender pursuant to the Credit Facility Agreement and such loans were guaranteed by Parent and Bluegreen Land and BVU. One or more of the BSO Loans made to Bluegreen One are presently outstanding. C. BVU obtained a loan ("BVU Amber Loan") from the Lender pursuant to the Credit Facility Agreement and such loan was guaranteed by Parent, Bluegreen One and Bluegreen Land. The BVI Amber Loan is presently outstanding. D. As a Subsidiary of Parent, BVU desires to obtain another loan under the Credit Facility Agreement for the purposes of enabling BVU to purchase the "Bluegreen Property" as defined and provided for in that certain Sale and Purchase Agreement between FCC Resort LLC, a Delaware limited liability company and BVU and dated July 30, 2003 ("Sale Agreement"). As a result thereof, the Credit Facility Agreement must be amended in certain respects. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definitions. Unless otherwise defined herein, all capitalized terms used herein shall have the same meaning as set forth in the Credit Facility

Agreement, the specific provisions of which are incorporated herein by reference as if fully set forth herein. 2. Amendments. 2.1 Advance Formula. The definition of the term "Advance Formula for Acquisition/Refinacing Advance" shall be amended to permit, on a one-time basis, an Advance for the acquisition of the Bluegreen Property equal to an aggregate amount not to exceed $6,660,000 (which is 90% of the Buildings Purchase Price and Land Purchase Price (as those terms are defined in the Sale Agreement). 2.2. Borrowing Term. The Borrowing Term shall be opened up through September 5, 2003 for the limited purpose of permitting BVU to obtain one advance of the Loan for the purposes of financing the acquisition of the Bluegreen Property. For all other purposes, the Borrowing Term expired on March 31, 2002. 2.2 Effect as an Amendment. Other than as specifically set forth in this Amendment No. 2, the remaining terms of the Credit Facility Agreement and the other Loan Documents shall remain in full force and effect and shall remain unaffected and unchanged except as specifically amended hereby. In the event of any conflict between the terms

Agreement, the specific provisions of which are incorporated herein by reference as if fully set forth herein. 2. Amendments. 2.1 Advance Formula. The definition of the term "Advance Formula for Acquisition/Refinacing Advance" shall be amended to permit, on a one-time basis, an Advance for the acquisition of the Bluegreen Property equal to an aggregate amount not to exceed $6,660,000 (which is 90% of the Buildings Purchase Price and Land Purchase Price (as those terms are defined in the Sale Agreement). 2.2. Borrowing Term. The Borrowing Term shall be opened up through September 5, 2003 for the limited purpose of permitting BVU to obtain one advance of the Loan for the purposes of financing the acquisition of the Bluegreen Property. For all other purposes, the Borrowing Term expired on March 31, 2002. 2.2 Effect as an Amendment. Other than as specifically set forth in this Amendment No. 2, the remaining terms of the Credit Facility Agreement and the other Loan Documents shall remain in full force and effect and shall remain unaffected and unchanged except as specifically amended hereby. In the event of any conflict between the terms and conditions of this Amendment No. 2 and any of the other Loan Documents, the provisions of this Amendment No. 2 shall control. Each reference in the Credit Facility Agreement to "this Agreement" shall be deemed to refer to the Credit Facility Agreement as amended through and including this Amendment No. 2, and each reference in any other Loan Document to the Credit Facility Agreement shall mean the Credit Facility Agreement as amended through and including this Amendment No. 2. 3. Miscellaneous. 3.1 No Waiver. This Amendment No. 2 in no way acts as a waiver by Lender of any breach, default, Event of Default or Incipient Default (whether known or unknown to Lender) or as a release or relinquishment of any of the liens, security interests, rights or remedies securing payment and performance of the Loan Obligations or the enforcement thereof. Nothing contained in this Amendment No. 2 is intended to or shall be construed as relieving any person or entity, whether a party to this Amendment No. 2 or not, of any of such person's or entity's obligations to Lender. 3.2 Confirmation of Security Interests. Obligors hereby confirm and agree that Lender's security interest in all the Loan Collateral owned by Obligors or otherwise previously pledged to Lender shall continue to secure the payment of any and all amounts due Lender and the Performance of any and all of Loan Obligations owed to Lender pursuant to the Credit Facility Agreement 2

and any of the Loan Documents, as the same have been or may be amended from time to time. 3.3 Representations, Acknowledgments, and Agreements of Obligors. As material inducements to Lender to enter into this Amendment No. 2, and acknowledging Lender's reliance upon the truth and accuracy thereof, Obligors warrant and represent that: 3.3.1 The recitals set forth above are true and correct. 3.3.2 The BSO Loan and the BVU Amber Loan are just and owing. 3.3.3 The obligation of Bluegreen One to repay the BSO Loan, together the obligations of Parent, Bluegreen Land and BVU to guaranty the BSO Loan, is absolute and unconditional, and there exists no right of set-off or recoupment, counterclaim or defense of any nature whatsoever to payment and Performance of the Loan Obligations arising out of the BSO Loan. 3.3.4 The obligation of BVU to repay the BVU Amber Loan, together the obligations of Parent, Bluegreen One and Bluegreen Land to guaranty the BVU Amber Loan, is absolute and unconditional, and there exists no right of set-off or recoupment, counterclaim or defense of any nature whatsoever to payment and Performance of the Loan Obligations arising out of the BVU Amber Loan.

and any of the Loan Documents, as the same have been or may be amended from time to time. 3.3 Representations, Acknowledgments, and Agreements of Obligors. As material inducements to Lender to enter into this Amendment No. 2, and acknowledging Lender's reliance upon the truth and accuracy thereof, Obligors warrant and represent that: 3.3.1 The recitals set forth above are true and correct. 3.3.2 The BSO Loan and the BVU Amber Loan are just and owing. 3.3.3 The obligation of Bluegreen One to repay the BSO Loan, together the obligations of Parent, Bluegreen Land and BVU to guaranty the BSO Loan, is absolute and unconditional, and there exists no right of set-off or recoupment, counterclaim or defense of any nature whatsoever to payment and Performance of the Loan Obligations arising out of the BSO Loan. 3.3.4 The obligation of BVU to repay the BVU Amber Loan, together the obligations of Parent, Bluegreen One and Bluegreen Land to guaranty the BVU Amber Loan, is absolute and unconditional, and there exists no right of set-off or recoupment, counterclaim or defense of any nature whatsoever to payment and Performance of the Loan Obligations arising out of the BVU Amber Loan. 3.3.5 As of the date hereof, no Obligor is the subject of a pending bankruptcy proceeding, and Obligors are not aware of any threatened bankruptcy proceeding against them, nor are they presently contemplating filing such a proceeding. 3.3.6 There are no proceedings pending, threatened against, or affecting any Obligor in any court, before any governmental authority, or arbitration board or tribunal which may now or in the future materially adversely affect any Obligor, except as have previously been disclosed to Lender in writing in accordance with the Loan Documents. 3.3.7 All of the representations and warranties of the Obligors contained in the Credit Facility Agreement and the other Loan Documents (as the same may have been modified or supplemented by, and giving effect to, the reports and disclosures provided to Lender by Obligors subsequent to the date of the Credit Facility Agreement), are true and correct, in all material respects, as of the date hereof and, as so modified or supplemented, are hereby reaffirmed and ratified. 3

3.3.8 This Amendment No. 2 and the documents and instruments executed in connection herewith have been authorized by all necessary action and, when executed, will be the legal, valid and binding obligations of the Obligors, enforceable against the Obligors in accordance their respective terms. 3.3.9 Obligor's execution, delivery and performance of this Amendment No. 2 do not and will not (i) violate any law, rule, regulation or court order to which any Obligor is subject; (ii) conflict with or result in a breach of any Obligor's organizational documents or any agreement or instrument to which any Obligor is party or by which it or its properties are bound, or (iii) result in the creation or imposition of any lien, security interest or encumbrance on any property of an Obligor, whether now owned or hereafter acquired, other than liens in favor of Lender. 3.3.10 Obligors acknowledge that they have consulted with counsel and with such other experts and advisors as it has deemed necessary in connection with the negotiation, execution and delivery of this Amendment No. 2. This Amendment No. 2 shall be construed without regard to any presumption or rule requiring that it be construed against the party causing this Amendment No. 2 or any part hereof to be drafted. 4. Release of all Claims. Obligors hereby release, remise, acquit and forever discharge Lender and Lender's employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the "Released Parties"), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any

3.3.8 This Amendment No. 2 and the documents and instruments executed in connection herewith have been authorized by all necessary action and, when executed, will be the legal, valid and binding obligations of the Obligors, enforceable against the Obligors in accordance their respective terms. 3.3.9 Obligor's execution, delivery and performance of this Amendment No. 2 do not and will not (i) violate any law, rule, regulation or court order to which any Obligor is subject; (ii) conflict with or result in a breach of any Obligor's organizational documents or any agreement or instrument to which any Obligor is party or by which it or its properties are bound, or (iii) result in the creation or imposition of any lien, security interest or encumbrance on any property of an Obligor, whether now owned or hereafter acquired, other than liens in favor of Lender. 3.3.10 Obligors acknowledge that they have consulted with counsel and with such other experts and advisors as it has deemed necessary in connection with the negotiation, execution and delivery of this Amendment No. 2. This Amendment No. 2 shall be construed without regard to any presumption or rule requiring that it be construed against the party causing this Amendment No. 2 or any part hereof to be drafted. 4. Release of all Claims. Obligors hereby release, remise, acquit and forever discharge Lender and Lender's employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the "Released Parties"), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date and execution hereof, and in any way directly or indirectly arising out of or in any way connected to this Amendment No. 2, the Credit Facility Agreement and the other Loan Documents (all of the foregoing hereinafter called the "Released Matters"); provided, however, that the foregoing release shall not apply to discharge Lender from any obligations which are expressly imposed upon Lender pursuant to the terms of this Amendment No. 2, the Credit Facility Agreement, or any of the other Loan Documents, as modified through the date hereof or in connection with the Sale Agreement or the other documents executed in connection therewith. Obligors acknowledge that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. Obligors represent and warrant to Lender that they have not purported to transfer, assign or otherwise convey any right, title or interest 4

of Obligors in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of all Released Matters. 5. Payment of Costs and Expenses. Obligors agree to pay to Lender at closing all costs and expenses, including but not limited to reasonable attorneys' fees and recording costs, incurred by Lender in connection with the preparation and execution of this Amendment No. 2, the agreements pertaining to the Loan to be made to BVU for the acquisition of the Bluegreen Property and the documents prepared or executed in connection herewith or thereafter. 6. CHOICE OF LAW. THIS AMENDMENT NO. 2 AND ANY DOCUMENTS EXECUTED PURSUANT HERETO, SHALL BE PERFORMED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA. 7. Entire Agreement. The Loan Documents as modified by this Amendment No. 2 and the documents executed pursuant hereto embody the entire agreement and understanding between Obligors and Lender, and supersede all prior agreements and understandings between said parties relating to the subject matter thereof. The parties each warrant to the other that no promise, inducement, representation, or agreement that has not been expressed herein or is not otherwise set forth in the Loan Documents has been made to them in connection with the deliberations or negotiations leading up to the execution of this Amendment No. 2. 8. Headings. The headings used in this Amendment No. 2 are used solely for convenience of reference, and do not constitute substantive provisions to be considered in construing the terms hereof.

of Obligors in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of all Released Matters. 5. Payment of Costs and Expenses. Obligors agree to pay to Lender at closing all costs and expenses, including but not limited to reasonable attorneys' fees and recording costs, incurred by Lender in connection with the preparation and execution of this Amendment No. 2, the agreements pertaining to the Loan to be made to BVU for the acquisition of the Bluegreen Property and the documents prepared or executed in connection herewith or thereafter. 6. CHOICE OF LAW. THIS AMENDMENT NO. 2 AND ANY DOCUMENTS EXECUTED PURSUANT HERETO, SHALL BE PERFORMED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA. 7. Entire Agreement. The Loan Documents as modified by this Amendment No. 2 and the documents executed pursuant hereto embody the entire agreement and understanding between Obligors and Lender, and supersede all prior agreements and understandings between said parties relating to the subject matter thereof. The parties each warrant to the other that no promise, inducement, representation, or agreement that has not been expressed herein or is not otherwise set forth in the Loan Documents has been made to them in connection with the deliberations or negotiations leading up to the execution of this Amendment No. 2. 8. Headings. The headings used in this Amendment No. 2 are used solely for convenience of reference, and do not constitute substantive provisions to be considered in construing the terms hereof. 9. Counterparts; Telecopy Execution. This Amendment No. 2 may be executed in any number of separate counterparts, each of which, when taken together, shall constitute one and the same agreement, admissible into evidence, notwithstanding the fact that all parties have not signed the same counterpart. Delivery of an executed counterpart of this Amendment No. 2 by telefacsimile shall be equally as effective as delivery of a manually executed counterpart of this Amendment No. 2. Any party delivering an executed counterpart of this Amendment No. 2 by telefacsimile shall also deliver a manually executed counterpart of this Amendment No. 2, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment No. 2. [SIGNATURE PAGES FOLLOWS] 5

IN WITNESS WHEREOF, these presents are executed as of the date first indicated above. Bluegreen Corporation, a Massachusetts corporation
/S/ RANDI TOMPKINS -----------------------------Name: RANDI S. TOMPKINS -----------------------------Title: V.P. -----------------------------By:

Bluegreen Vacations Unlimited, Inc., a Florida corporation
/S/ DAVID BIDGOOD -----------------------------Name: DAVID BIDGOOD -----------------------------Title: V.P. -----------------------------By:

IN WITNESS WHEREOF, these presents are executed as of the date first indicated above. Bluegreen Corporation, a Massachusetts corporation
By: /S/ RANDI TOMPKINS -----------------------------Name: RANDI S. TOMPKINS -----------------------------Title: V.P. ------------------------------

Bluegreen Vacations Unlimited, Inc., a Florida corporation
By: /S/ DAVID BIDGOOD -----------------------------Name: DAVID BIDGOOD -----------------------------Title: V.P. ------------------------------

Bluegreen Southwest One, L.P., a Delaware limited partnership By: Bluegreen Southwest Land, Inc., a Delaware corporation, its general partner
By: /S/ RANDI TOMPKINS -----------------------------Name: RANDI S. TOMPKINS -----------------------------Title: V.P. ------------------------------

Bluegreen Southwest Land, Inc., a Delaware corporation
By: /S/ RANDI TOMPKINS -----------------------------Name: RANDI S. TOMPKINS -----------------------------Title: V.P. ------------------------------

6

FINOVA Capital Corporation, a Delaware corporation
By: /S/ ROGER SCHROEDER -----------------------------Name: ROGER D. SCHROEDER -----------------------------Title: VICE PRESIDENT ------------------------------

7

EXHIBIT 10.131

FINOVA Capital Corporation, a Delaware corporation
/S/ ROGER SCHROEDER -----------------------------Name: ROGER D. SCHROEDER -----------------------------Title: VICE PRESIDENT -----------------------------By:

7

EXHIBIT 10.131 PROMISSORY NOTE (Buildings) U.S. $5,580,000 August 29, 2003 FOR VALUE RECEIVED, the undersigned BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation ("Maker"), promises to pay to FINOVA CAPITAL CORPORATION, a Delaware corporation ("Lender"), or order, at its principal offices in 4800 North Scottsdale Road, Scottsdale, Arizona 85251, or at such other place as the holder of this Note ("Holder") may from time to time designate in writing, in lawfully money of the United States of America, the principal sum of FIVE MILLION FIVE HUNDRED EIGHTY THOUSAND UNITED STATES DOLLARS ($5,580,000) or so much thereof as has been disbursed and not repaid, together with interest on the unpaid principal balance from time to time outstanding from the date of disbursement thereof until paid, as more fully provided for below. All payments hereunder shall be made in immediately available funds in lawful monies of the United States of America. This Note is executed pursuant to that Second Amended and Restated Credit Facility Agreement dated as of September 14, 1999, between Bluegreen Corporation, a Massachusetts corporation, and Lender (as from time to time renewed, amended, restated or replaced, the "Credit Agreement") as supplemented by that Certificate and Agreement of Subsidiary Borrower (Basic) dated as of even date herewith from Maker in favor of Lender (the "Certificate" and together with the Credit Agreement, collectively the "Credit Facility Agreement"). Capitalized terms not otherwise defined herein shall have the meaning given them in the Credit Facility Agreement. This Note evidences a loan in a principal amount not to exceed the face amount of this Note and made to Maker pursuant to the Credit Facility Agreement ("Loan"). Except as otherwise provided herein, interest ("Basic Interest") shall accrue on the unpaid principal balance of this Note from time to time outstanding at a variable interest rate per annum ("Basic Interest Rate") equal to the greater of (i) seven percent (7%) or (ii) the Reference Rate (as hereinafter defined) on the date of the initial advance of the Loan plus two percent (2%), which rate shall be adjusted once each month on each Interest Rate Change Date (as hereinafter defined) based upon the Reference Rate in effect on such Interest Rate Change Date. The term "Reference Rate" means the per annum rate of interest publicly announced, from time to time, by Citibank, N.A., New York, New York ("Citibank"), as the base (or equivalent) rate of interest charged by Citibank to its largest and most creditworthy commercial borrowers notwithstanding the fact that some borrowers of Citibank may borrow from Citibank at rates less than the announced base rate, or if Citibank ceases to publish its base rate, then such other

published rate as Holder shall deem comparable. The term "Interest Rate Change Date" means the first business day of the publisher of the Reference Rate during each calendar month following the date of the initial advance of the Loan. Basic Interest shall be calculated on the basis of the actual number of days elapsed during the period for which interest is being charged predicated on a year consisting of three hundred sixty (360) days. Payments of principal, interest and any other amounts due and payable hereunder shall, at the option of Holder,

EXHIBIT 10.131 PROMISSORY NOTE (Buildings) U.S. $5,580,000 August 29, 2003 FOR VALUE RECEIVED, the undersigned BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation ("Maker"), promises to pay to FINOVA CAPITAL CORPORATION, a Delaware corporation ("Lender"), or order, at its principal offices in 4800 North Scottsdale Road, Scottsdale, Arizona 85251, or at such other place as the holder of this Note ("Holder") may from time to time designate in writing, in lawfully money of the United States of America, the principal sum of FIVE MILLION FIVE HUNDRED EIGHTY THOUSAND UNITED STATES DOLLARS ($5,580,000) or so much thereof as has been disbursed and not repaid, together with interest on the unpaid principal balance from time to time outstanding from the date of disbursement thereof until paid, as more fully provided for below. All payments hereunder shall be made in immediately available funds in lawful monies of the United States of America. This Note is executed pursuant to that Second Amended and Restated Credit Facility Agreement dated as of September 14, 1999, between Bluegreen Corporation, a Massachusetts corporation, and Lender (as from time to time renewed, amended, restated or replaced, the "Credit Agreement") as supplemented by that Certificate and Agreement of Subsidiary Borrower (Basic) dated as of even date herewith from Maker in favor of Lender (the "Certificate" and together with the Credit Agreement, collectively the "Credit Facility Agreement"). Capitalized terms not otherwise defined herein shall have the meaning given them in the Credit Facility Agreement. This Note evidences a loan in a principal amount not to exceed the face amount of this Note and made to Maker pursuant to the Credit Facility Agreement ("Loan"). Except as otherwise provided herein, interest ("Basic Interest") shall accrue on the unpaid principal balance of this Note from time to time outstanding at a variable interest rate per annum ("Basic Interest Rate") equal to the greater of (i) seven percent (7%) or (ii) the Reference Rate (as hereinafter defined) on the date of the initial advance of the Loan plus two percent (2%), which rate shall be adjusted once each month on each Interest Rate Change Date (as hereinafter defined) based upon the Reference Rate in effect on such Interest Rate Change Date. The term "Reference Rate" means the per annum rate of interest publicly announced, from time to time, by Citibank, N.A., New York, New York ("Citibank"), as the base (or equivalent) rate of interest charged by Citibank to its largest and most creditworthy commercial borrowers notwithstanding the fact that some borrowers of Citibank may borrow from Citibank at rates less than the announced base rate, or if Citibank ceases to publish its base rate, then such other

published rate as Holder shall deem comparable. The term "Interest Rate Change Date" means the first business day of the publisher of the Reference Rate during each calendar month following the date of the initial advance of the Loan. Basic Interest shall be calculated on the basis of the actual number of days elapsed during the period for which interest is being charged predicated on a year consisting of three hundred sixty (360) days. Payments of principal, interest and any other amounts due and payable hereunder shall, at the option of Holder, earn interest after they are due at a rate ("Default Rate") equal to (a) two percent (2%) above the Basic Interest Rate or (b) the maximum contract rate permitted under the Applicable Usury Law (as hereinafter defined), whichever of (a) or (b) is lesser. At the option of Holder, while an Event of Default [as defined in the Security Document (hereinafter defined)] exists, and in all events after an acceleration of this Note by Holder, Basic Interest shall accrue on the entire outstanding principal balance of this Note at the Default Rate. The contracted for rate of interest of the Loan contemplated hereby, without limitation, shall consist of the following (unless such item is not required to be included in calculating whether the rate of interest contracted for, charged or received exceeded the maximum rate of interest permissible under the Applicable Usury Law): (i) the Basic Interest Rate, calculated and applied to the principal balance of this Note in accordance with the provisions hereof; (ii) the Default Rate, calculated and applied to the principal balance of this Note in accordance with the provisions hereof; (iii) the late charge calculated and applied to an overdue payment in accordance with the

published rate as Holder shall deem comparable. The term "Interest Rate Change Date" means the first business day of the publisher of the Reference Rate during each calendar month following the date of the initial advance of the Loan. Basic Interest shall be calculated on the basis of the actual number of days elapsed during the period for which interest is being charged predicated on a year consisting of three hundred sixty (360) days. Payments of principal, interest and any other amounts due and payable hereunder shall, at the option of Holder, earn interest after they are due at a rate ("Default Rate") equal to (a) two percent (2%) above the Basic Interest Rate or (b) the maximum contract rate permitted under the Applicable Usury Law (as hereinafter defined), whichever of (a) or (b) is lesser. At the option of Holder, while an Event of Default [as defined in the Security Document (hereinafter defined)] exists, and in all events after an acceleration of this Note by Holder, Basic Interest shall accrue on the entire outstanding principal balance of this Note at the Default Rate. The contracted for rate of interest of the Loan contemplated hereby, without limitation, shall consist of the following (unless such item is not required to be included in calculating whether the rate of interest contracted for, charged or received exceeded the maximum rate of interest permissible under the Applicable Usury Law): (i) the Basic Interest Rate, calculated and applied to the principal balance of this Note in accordance with the provisions hereof; (ii) the Default Rate, calculated and applied to the principal balance of this Note in accordance with the provisions hereof; (iii) the late charge calculated and applied to an overdue payment in accordance with the provisions hereof; (iv) the fees payable pursuant to the Credit Facility Agreement in connection with the Loan; and (v) all Additional Sums (as hereinafter defined), if any. Maker agrees to pay an effective contracted for rate of interest which is the sum of the above-referenced elements but in no event to exceed the maximum contract rate permitted under the Applicable Usury Law (as defined below). All fees, charges, goods, things in action or any other sums or things of value, other than amounts described in (i), (ii), (iii) and (iv) of the first sentence of this paragraph, to be paid by or on behalf of Maker or received by Holder pursuant to the Credit Facility Agreement, this Note, the other Loan Documents (as defined in the Credit Facility Agreement) or any other documents or instruments in any way pertaining to the Loan transaction, or otherwise with respect to the Loan transaction, that under any applicable law may be deemed to be interest with respect to the Loan transaction, for the purpose of any applicable law that may limit the maximum amount of interest to be charged with respect to the Loan transaction ("Additional Sums"), shall be payable by Maker as, and shall be deemed to be, additional interest, and for such purposes only, the agreed upon and "contracted for rate of interest" of the Loan transaction shall be deemed to be increased by the rate of interest resulting from the charging, payment and/or receipt of the Additional Sums. Commencing on September 30, 2003, and on the last Business Day (as hereinafter defined) of each succeeding month thereafter ("Installment Date") until the date eighteen (18) months from the date of this Note ("Maturity Date") or the date all principal and interest on this Note are paid in full, whichever date first occurs, Maker will 2

pay to Holder all accrued and unpaid interest on the Note. As used in this Note, "Business Day" means a day other than a Saturday, a Sunday, a national holiday or a day on which banks in Phoenix, Arizona, are required to be closed. Upon the Partial Release (as defined in the Credit Facility Agreement) of a Release Parcel (as defined in the Credit Facility Agreement), Maker will pay to Holder a principal payment in an amount equal to the Partial Release Payment (as defined in the Credit Facility Agreement) payable with respect to such Release Parcel, which shall be applied to the next due principal payment. In addition, on each Principal Payment Date, as set forth in the table below, a principal payment shall be due and payable in an amount equal to the positive amount obtained when the unpaid principal balance of this Note, on the Measuring Date, is reduced by the Threshold Amount applicable to that Measuring Date, as set forth in the table below. If the Threshold Amount applicable to a Measuring Date, as set forth in the table below, is equal to or greater than the unpaid principal balance of this Note on that Measuring Date, no principal payment shall be due.
Measuring Date Principal Payment Date Threshold Amount

pay to Holder all accrued and unpaid interest on the Note. As used in this Note, "Business Day" means a day other than a Saturday, a Sunday, a national holiday or a day on which banks in Phoenix, Arizona, are required to be closed. Upon the Partial Release (as defined in the Credit Facility Agreement) of a Release Parcel (as defined in the Credit Facility Agreement), Maker will pay to Holder a principal payment in an amount equal to the Partial Release Payment (as defined in the Credit Facility Agreement) payable with respect to such Release Parcel, which shall be applied to the next due principal payment. In addition, on each Principal Payment Date, as set forth in the table below, a principal payment shall be due and payable in an amount equal to the positive amount obtained when the unpaid principal balance of this Note, on the Measuring Date, is reduced by the Threshold Amount applicable to that Measuring Date, as set forth in the table below. If the Threshold Amount applicable to a Measuring Date, as set forth in the table below, is equal to or greater than the unpaid principal balance of this Note on that Measuring Date, no principal payment shall be due.
Measuring Date -------------December 31, 2003 March 31, 2004 June 30, 2004 September 30, 2004 December 31, 2004 Principal Payment Date ---------------------January 15, 2004 April 15, 2004 July 15, 2004 October 15, 2004 January 15, 2005 Threshold Amount ---------------US $ 5,000,000 US $ 3,720,000 US $ 2,790,000 US $ 1,860,000 US $ 930,000

All payments under this Note shall be applied first to any late charges, costs, fees and expenses due hereunder or under the other documents executed in connection with the Loan, then to accrued but unpaid Basic Interest, and the balance, if any, to outstanding principal. However, if an Event of Default exists, Holder may apply the proceeds of the security for this Note in such order and manner as Holder may determine. On the Due Date (as hereinafter defined), the entire unpaid principal balance of this Note, all accrued and unpaid Basic Interest, and all other charges or amounts owing in connection with the Loan shall be due and payable in full. The Due Date shall mean the earlier of (i) the Maturity Date; (ii) the date of satisfaction of this Note; or (iii) the date on which Lender or Holder accelerates payment of the this Note due to an Event of Default. All payments under this Note shall be applied in accordance with the terms and conditions of the Credit Facility Agreement. However, if an Event of Default exists, Holder may apply the proceeds of the Loan Collateral (as defined in the Credit Facility Agreement) in such order and manner as Holder may determine. If any installment of principal, interest or any other payment required to be made in connection with the Loan is not paid when due and, except in the case of the 3

final installment for which no grace period is allowed, such breach continues for five (5) Business Days, or if any other Event of Default exists, Holder may at its option, without notice of any type whatsoever (including, without limitation, notice of acceleration or intention to accelerate) or demand, declare immediately due and payable the entire unpaid principal balance hereof, all accrued and unpaid Basic Interest thereon, and all other obligations owing in connection with the Loan. If any installment of principal and/or interest shall not be paid within ten (10) Business Days of the date when due, a "late charge" of two percent (2%) of the late payment may be charged by Holder for the purposes of defraying the expense incident to handling such delinquent payments. Such late charge represents the reasonable estimate of Maker and Lender of a fair average compensation for the loss which may be sustained by Holder due to the failure of the Maker to make timely payments. All late charges may be assessed without notice to Maker, shall be due and payable monthly or the next Installment Date after the scheduled Installment Date of the delinquent payment, and shall be in addition to all other rights and remedies available to Holder.

final installment for which no grace period is allowed, such breach continues for five (5) Business Days, or if any other Event of Default exists, Holder may at its option, without notice of any type whatsoever (including, without limitation, notice of acceleration or intention to accelerate) or demand, declare immediately due and payable the entire unpaid principal balance hereof, all accrued and unpaid Basic Interest thereon, and all other obligations owing in connection with the Loan. If any installment of principal and/or interest shall not be paid within ten (10) Business Days of the date when due, a "late charge" of two percent (2%) of the late payment may be charged by Holder for the purposes of defraying the expense incident to handling such delinquent payments. Such late charge represents the reasonable estimate of Maker and Lender of a fair average compensation for the loss which may be sustained by Holder due to the failure of the Maker to make timely payments. All late charges may be assessed without notice to Maker, shall be due and payable monthly or the next Installment Date after the scheduled Installment Date of the delinquent payment, and shall be in addition to all other rights and remedies available to Holder. Prepayment of this Note will be permitted in whole or in part at any time without penalty. No delay or omission on the part of Holder in exercising any power, right or remedy hereunder shall operate as a waiver of any such power, right or remedy; and no single or partial exercise of any such power, right or remedy shall preclude any other or further exercise thereof or the exercise of any other power, right or remedy of Holder under this Note or which may be provided by law. Any extension or indulgence at any time allowed by Holder to Maker shall be in reliance upon the understanding that such shall not affect or prejudice the rights, powers, and remedies of Holder except to the extent specifically set forth at the time in writing by Holder; and no waiver shall be construed as a waiver of any breach or default thereafter occurring. All remedies conferred upon Holder by this Note or any other Loan Document shall be cumulative and none is exclusive, and such remedies may be exercised concurrently or consecutively at Holder's option. If Holder undertakes to collect this Note following an Event of Default, Maker will pay to Holder in addition to any indebtedness due and unpaid, all costs and expenses of collection, including, without limitation, attorneys' fees and expert witnesses' fees, whether or not legal proceedings shall be instituted. If Holder institutes legal proceedings to enforce this Note, the award of costs of collection, including attorneys' fees, shall be made by the court (and not by a jury). Maker and every person or entity at any time liable for the payment of the indebtedness evidenced by this Note hereby absolutely and unconditionally waive: presentment for payment, protest or demand; notice of dishonor, protest, demand and nonpayment of this Note; and each and every other notice of any kind (including, without limitation, notice of acceleration or intention to accelerate) except for notices expressly provided in this Note or in any of the other documents securing payment of, or otherwise 4

related to, this Note. Maker and every such person or entity further consent to renewals or extensions of the payment of any sums to be paid under this Note at any time and from time to time, without limit as to the number or aggregate period of such renewals or extensions, at the request of any other person or entity liable for them. Any such renewals or extensions may be made without notice to any person or entity liable for the payment of the indebtedness evidenced by this Note. This Note is given and accepted as evidence of indebtedness only and not in payment or satisfaction of any indebtedness or obligation. Time is of the essence with respect to all of Maker's obligations and agreements under this Note. This Note and all its provisions, conditions, promises and covenants shall be binding upon Maker, and its successors and assigns, provided nothing herein shall be deemed Holder's consent to any assignment restricted or prohibited by the terms of the Loan Documents. If more than one person or entity has executed this Note as Maker, the obligations of such persons and entities shall be joint and several. If any provision of this Note shall be held invalid, illegal or unenforceable under present or future laws (all of

related to, this Note. Maker and every such person or entity further consent to renewals or extensions of the payment of any sums to be paid under this Note at any time and from time to time, without limit as to the number or aggregate period of such renewals or extensions, at the request of any other person or entity liable for them. Any such renewals or extensions may be made without notice to any person or entity liable for the payment of the indebtedness evidenced by this Note. This Note is given and accepted as evidence of indebtedness only and not in payment or satisfaction of any indebtedness or obligation. Time is of the essence with respect to all of Maker's obligations and agreements under this Note. This Note and all its provisions, conditions, promises and covenants shall be binding upon Maker, and its successors and assigns, provided nothing herein shall be deemed Holder's consent to any assignment restricted or prohibited by the terms of the Loan Documents. If more than one person or entity has executed this Note as Maker, the obligations of such persons and entities shall be joint and several. If any provision of this Note shall be held invalid, illegal or unenforceable under present or future laws (all of which laws are waived to the fullest extent possible), the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. In lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically a provision that is legal, valid and enforceable and as similar in terms to such illegal, invalid and unenforceable provision as may be possible. THIS NOTE HAS BEEN DELIVERED AND MAY BE SERVICED AND RETAINED IN PHOENIX, ARIZONA. THIS NOTE AND THE RIGHTS, DUTIES AND OBLIGATIONS OF MAKER AND HOLDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ARIZONA (INCLUDING, WITHOUT LIMITATION, THE RIGHT TO SEEK ANY DEFICIENCY AFTER RESORT TO ANY COLLATERAL AND WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND TO THE EXTENT THEY PREEMPT THE LAWS OF SUCH STATE, THE LAWS OF THE UNITED STATES. EACH OF MAKER AND (BY ACCEPTANCE HEREOF) HOLDER: (A) HEREBY IRREVOCABLY SUBMITS ITSELF TO THE PROCESS, JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF ARIZONA, MARICOPA COUNTY, AND TO THE PROCESS, JURISDICTION, AND VENUE OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA, FOR THE PURPOSES OF SUIT, ACTION OR OTHER PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE OR THE SUBJECT MATTER HEREOF, OR, IF HOLDER INITIATES SUCH ACTION, ANY COURT IN WHICH HOLDER SHALL INITIATE SUCH ACTION AND THE CHOICE OF SUCH VENUE SHALL IN ALL INSTANCES BE AT HOLDER'S ELECTION; AND (B) WITHOUT 5

LIMITING THE GENERALITY OF THE FOREGOING, HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT SUCH PERSON IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH OF MAKER AND (BY ACCEPTANCE HEREOF) HOLDER HEREBY WAIVES THE RIGHT TO COLLATERALLY ATTACK ANY JUDGMENT OR ACTION IN ANY OTHER FORUM. MAKER AND (BY ACCEPTANCE HEREOF) HOLDER ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES; AND THEREFORE, THEY AGREE THAT ANY LAWSUIT ARISING OUT OF ANY SUCH CONTROVERSY SHALL BE TRIED BY A JUDGE SITTING WITHOUT A JURY, AND KNOWINGLY AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY SUCH PROCEEDING.

LIMITING THE GENERALITY OF THE FOREGOING, HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT SUCH PERSON IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH OF MAKER AND (BY ACCEPTANCE HEREOF) HOLDER HEREBY WAIVES THE RIGHT TO COLLATERALLY ATTACK ANY JUDGMENT OR ACTION IN ANY OTHER FORUM. MAKER AND (BY ACCEPTANCE HEREOF) HOLDER ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES; AND THEREFORE, THEY AGREE THAT ANY LAWSUIT ARISING OUT OF ANY SUCH CONTROVERSY SHALL BE TRIED BY A JUDGE SITTING WITHOUT A JURY, AND KNOWINGLY AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY SUCH PROCEEDING. MAKER HAS NO RIGHT TO EXTEND OR RENEW THIS NOTE OR THE LOAN. ALL OF THE PROVISIONS SET FORTH ABOVE ARE A MATERIAL INDUCEMENT FOR LENDER'S MAKING THE LOAN TO MAKER. [MAKER'S INITIALS (___DB____)] It is the intent of the parties to comply with the applicable usury law ("Applicable Usury Law") chosen by Maker and Lender in the preceding paragraphs, or any other usury law applicable. Accordingly, it is agreed that notwithstanding any provisions to the contrary in the Credit Facility Agreement or any of the Loan Documents, in no event shall any Loan Document require the payment or permit the collection of interest in excess of the maximum contract rate permitted by the Applicable Usury Law. If (a) any such excess of interest otherwise would be contracted for, charged or received from Maker or otherwise in connection with the Loan, or (b) the maturity of the indebtedness evidenced by this Note is accelerated in whole or in part, or (c) all or part of the principal or interest of this Note shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received in connection with the Loan would exceed the maximum contract rate permitted by the Applicable Usury Law, then in any such event: (1) the provisions of this paragraph shall govern and control; (2) neither Maker nor any other person or entity now or hereafter liable for the payment hereof will be obligated to pay the amount of such interest to the extent that it is in excess of the maximum contract rate permitted by the Applicable Usury Law; (3) any such excess which may have been collected shall be either applied as a credit against the then unpaid principal amount hereof or refunded to Maker, at the Holder's option; and (4) 6

the effective rate of interest will be automatically reduced to such rate as will enable Holder to receive the maximum amount of interest permitted by the Applicable Usury Law. It is further agreed, without limiting the generality of the foregoing, that to the extent permitted by the Applicable Usury Law: (x) all calculations of the rate of interest which are made for the purpose of determining whether such rate would exceed the maximum contract rate permitted by the Applicable Usury Law shall be made by amortizing, prorating, allocating and spreading during the period of the full stated term of the Loan, all interest at any time contracted for, charged or received from Maker or otherwise in connection with the Loan; and (y) if the effective rate of interest on the Loan should at any time exceed the maximum contract rate allowed under the Applicable Usury Law, such excess interest that would otherwise have been collected had there been no ceiling imposed by the Applicable Usury Law shall be paid to Holder from time to time, if and when the effective interest rate on the Loan otherwise falls below the maximum amount permitted by the Applicable Usury Law, to the extent that interest paid to the date of calculation does not exceed the maximum contract rate permitted by the Applicable Usury Law, until the entire amount of interest which would have otherwise been collected had there been no ceiling imposed by the

the effective rate of interest will be automatically reduced to such rate as will enable Holder to receive the maximum amount of interest permitted by the Applicable Usury Law. It is further agreed, without limiting the generality of the foregoing, that to the extent permitted by the Applicable Usury Law: (x) all calculations of the rate of interest which are made for the purpose of determining whether such rate would exceed the maximum contract rate permitted by the Applicable Usury Law shall be made by amortizing, prorating, allocating and spreading during the period of the full stated term of the Loan, all interest at any time contracted for, charged or received from Maker or otherwise in connection with the Loan; and (y) if the effective rate of interest on the Loan should at any time exceed the maximum contract rate allowed under the Applicable Usury Law, such excess interest that would otherwise have been collected had there been no ceiling imposed by the Applicable Usury Law shall be paid to Holder from time to time, if and when the effective interest rate on the Loan otherwise falls below the maximum amount permitted by the Applicable Usury Law, to the extent that interest paid to the date of calculation does not exceed the maximum contract rate permitted by the Applicable Usury Law, until the entire amount of interest which would have otherwise been collected had there been no ceiling imposed by the Applicable Usury Law has been paid in full. Maker further agrees that should the maximum contract rate permitted by the Applicable Usury Law be increased at any time hereafter because of a change in the law, then to the extent not prohibited by the Applicable Usury Law, such increases shall apply to all indebtedness evidenced hereby regardless of when incurred; but, again to the extent not prohibited by the Applicable Usury Law, should the maximum contract rate permitted by the Applicable Usury Law be decreased because of a change in the law, such decreases shall not apply to the indebtedness evidenced hereby regardless of when incurred. Maker warrants and represents that the Loan is for business or investment purposes. This Note is secured by, among other things, a Mortgage and Financing Statement (with Security Agreement and Assignment of Leases, Rents, Sales Documents, Sales Proceeds and Developer's Rights) encumbering real and personal property owned by Maker and located in St. Johns County, Florida ("Security Document"). [Signature page follows] 7

All notices, demands, documents, or other writings required or permitted to be given by Maker or Holder hereunder shall be given and deemed delivered in accordance with the provisions of the Security Document. BORROWER: BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation
By: /S/ DAVID BIDGOOD ------------------------------------Type/Print Name: DAVID BIDGOOD -----------------------Title: VP -----------------------------------

|X| Check here to verify that Borrower has initialed previous paragraph requiring initials. STATE OF FLORIDA) ss. County of PALM BEACH) The foregoing instrument was acknowledged before me this 28th day of AUGUST 2003, by DAVID BIDGOOD, the VICE PRESIDENT of Bluegreen Vacations Unlimited, Inc., a Florida Corporation, on behalf of such corporation.

All notices, demands, documents, or other writings required or permitted to be given by Maker or Holder hereunder shall be given and deemed delivered in accordance with the provisions of the Security Document. BORROWER: BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation
By: /S/ DAVID BIDGOOD ------------------------------------Type/Print Name: DAVID BIDGOOD -----------------------Title: VP -----------------------------------

|X| Check here to verify that Borrower has initialed previous paragraph requiring initials. STATE OF FLORIDA) ss. County of PALM BEACH) The foregoing instrument was acknowledged before me this 28th day of AUGUST 2003, by DAVID BIDGOOD, the VICE PRESIDENT of Bluegreen Vacations Unlimited, Inc., a Florida Corporation, on behalf of such corporation. IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/S/ JEFFREY LORENZ ---------------------------------Notary Public in and for the State and County aforesaid My commission expires:

11/11/05 ----------------------

8

EXHIBIT 10.132 PROMISSORY NOTE (Land) U.S. $1,080,000 August 29, 2003 FOR VALUE RECEIVED, the undersigned BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation ("Maker"), promises to pay to FINOVA CAPITAL CORPORATION, a Delaware corporation ("Lender"), or order, at its principal offices in 4800 North Scottsdale Road, Scottsdale, Arizona 85251, or at such other place as the holder of this Note ("Holder") may from time to time designate in writing, in lawfully money of the United States of America, the principal sum of ONE MILLION EIGHTY THOUSAND UNITED STATES DOLLARS ($1,080,000) or so much thereof as has been disbursed and not repaid, together with interest on the unpaid principal balance from time to time outstanding from the date of disbursement thereof until paid, as more fully provided for below. All payments hereunder shall be made in immediately available funds in

EXHIBIT 10.132 PROMISSORY NOTE (Land) U.S. $1,080,000 August 29, 2003 FOR VALUE RECEIVED, the undersigned BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation ("Maker"), promises to pay to FINOVA CAPITAL CORPORATION, a Delaware corporation ("Lender"), or order, at its principal offices in 4800 North Scottsdale Road, Scottsdale, Arizona 85251, or at such other place as the holder of this Note ("Holder") may from time to time designate in writing, in lawfully money of the United States of America, the principal sum of ONE MILLION EIGHTY THOUSAND UNITED STATES DOLLARS ($1,080,000) or so much thereof as has been disbursed and not repaid, together with interest on the unpaid principal balance from time to time outstanding from the date of disbursement thereof until paid, as more fully provided for below. All payments hereunder shall be made in immediately available funds in lawful monies of the United States of America. This Note is executed pursuant to that Second Amended and Restated Credit Facility Agreement dated as of September 14, 1999, between Bluegreen Corporation, a Massachusetts corporation, and Lender (as from time to time renewed, amended, restated or replaced, the "Credit Agreement") as supplemented by that Certificate and Agreement of Subsidiary Borrower (Basic) dated as of even date herewith from Maker in favor of Lender (the "Certificate" and together with the Credit Agreement, collectively the "Credit Facility Agreement"). Capitalized terms not otherwise defined herein shall have the meaning given them in the Credit Facility Agreement. This Note evidences a loan in a principal amount not to exceed the face amount of this Note and made to Maker pursuant to the Credit Facility Agreement ("Loan"). Except as otherwise provided herein, interest ("Basic Interest") shall accrue on the unpaid principal balance of this Note from time to time outstanding at a variable interest rate per annum ("Basic Interest Rate") equal to the greater of (i) seven percent (7%) or (ii) the Reference Rate (as hereinafter defined) on the date of the initial advance of the Loan plus two percent (2%), which rate shall be adjusted once each month on each Interest Rate Change Date (as hereinafter defined) based upon the Reference Rate in effect on such Interest Rate Change Date. The term "Reference Rate" means the per annum rate of interest publicly announced, from time to time, by Citibank, N.A., New York, New York ("Citibank"), as the base (or equivalent) rate of interest charged by Citibank to its largest and most creditworthy commercial borrowers notwithstanding the fact that some borrowers of Citibank may borrow from Citibank at rates less than the announced base rate, or if Citibank ceases to publish its base rate, then such other published rate as Holder shall deem comparable. The term "Interest Rate Change

Date" means the first business day of the publisher of the Reference Rate during each calendar month following the date of the initial advance of the Loan. Basic Interest shall be calculated on the basis of the actual number of days elapsed during the period for which interest is being charged predicated on a year consisting of three hundred sixty (360) days. Payments of principal, interest and any other amounts due and payable hereunder shall, at the option of Holder, earn interest after they are due at a rate ("Default Rate") equal to (a) two percent (2%) above the Basic Interest Rate or (b) the maximum contract rate permitted under the Applicable Usury Law (as hereinafter defined), whichever of (a) or (b) is lesser. At the option of Holder, while an Event of Default [as defined in the Security Document (hereinafter defined)] exists, and in all events after an acceleration of this Note by Holder, Basic Interest shall accrue on the entire outstanding principal balance of this Note at the Default Rate. The contracted for rate of interest of the Loan contemplated hereby, without limitation, shall consist of the following (unless such item is not required to be included in calculating whether the rate of interest contracted for, charged or received exceeded the maximum rate of interest permissible under the Applicable Usury Law): (i) the Basic Interest Rate, calculated and applied to the principal balance of this Note in accordance with the provisions hereof; (ii) the Default Rate, calculated and applied to the principal balance of this Note in accordance with the provisions hereof; (iii) the late charge calculated and applied to an overdue payment in accordance with the

Date" means the first business day of the publisher of the Reference Rate during each calendar month following the date of the initial advance of the Loan. Basic Interest shall be calculated on the basis of the actual number of days elapsed during the period for which interest is being charged predicated on a year consisting of three hundred sixty (360) days. Payments of principal, interest and any other amounts due and payable hereunder shall, at the option of Holder, earn interest after they are due at a rate ("Default Rate") equal to (a) two percent (2%) above the Basic Interest Rate or (b) the maximum contract rate permitted under the Applicable Usury Law (as hereinafter defined), whichever of (a) or (b) is lesser. At the option of Holder, while an Event of Default [as defined in the Security Document (hereinafter defined)] exists, and in all events after an acceleration of this Note by Holder, Basic Interest shall accrue on the entire outstanding principal balance of this Note at the Default Rate. The contracted for rate of interest of the Loan contemplated hereby, without limitation, shall consist of the following (unless such item is not required to be included in calculating whether the rate of interest contracted for, charged or received exceeded the maximum rate of interest permissible under the Applicable Usury Law): (i) the Basic Interest Rate, calculated and applied to the principal balance of this Note in accordance with the provisions hereof; (ii) the Default Rate, calculated and applied to the principal balance of this Note in accordance with the provisions hereof; (iii) the late charge calculated and applied to an overdue payment in accordance with the provisions hereof; (iv) the fees payable pursuant to the Credit Facility Agreement in connection with the Loan; and (v) all Additional Sums (as hereinafter defined), if any. Maker agrees to pay an effective contracted for rate of interest which is the sum of the above-referenced elements but in no event to exceed the maximum contract rate permitted under the Applicable Usury Law (as defined below). All fees, charges, goods, things in action or any other sums or things of value, other than amounts described in (i), (ii), (iii) and (iv) of the first sentence of this paragraph, to be paid by or on behalf of Maker or received by Holder pursuant to the Credit Facility Agreement, this Note, the other Loan Documents (as defined in the Credit Facility Agreement) or any other documents or instruments in any way pertaining to the Loan transaction, or otherwise with respect to the Loan transaction, that under any applicable law may be deemed to be interest with respect to the Loan transaction, for the purpose of any applicable law that may limit the maximum amount of interest to be charged with respect to the Loan transaction ("Additional Sums"), shall be payable by Maker as, and shall be deemed to be, additional interest, and for such purposes only, the agreed upon and "contracted for rate of interest" of the Loan transaction shall be deemed to be increased by the rate of interest resulting from the charging, payment and/or receipt of the Additional Sums. Commencing on September 30, 2003, and on the last Business Day (as hereinafter defined) of each succeeding month thereafter ("Installment Date") until the date thirty-six (36) months from the date of this Note ("Maturity Date") or the date all principal and interest on this Note are paid in full, whichever date first occurs, Maker will pay to Holder all accrued and unpaid interest on the Note. As used in this Note, 2

"Business Day" means a day other than a Saturday, a Sunday, a national holiday or a day on which banks in Phoenix, Arizona, are required to be closed. After the full repayment of that certain Promissory Note in the amount of $5,580,000 dated as of even date herewith executed by Maker in favor of Lender, then upon the Partial Release (as defined in the Credit Facility Agreement) of a Release Parcel (as defined in the Credit Facility Agreement), Maker will pay to Holder a principal payment in an amount equal to the Partial Release Payment (as defined in the Credit Facility Agreement) payable with respect to such Release Parcel, which shall be applied to the next due principal payment. In addition, on each Principal Payment Date, as set forth in the table below, a principal payment shall be due and payable in an amount equal to the positive amount obtained when the unpaid principal balance of this Note, on the Measuring Date, is reduced by the Threshold Amount applicable to that Measuring Date, as set forth in the table below. If the Threshold Amount applicable to a Measuring Date, as set forth in the table below, is equal to or greater than the unpaid principal balance of this Note on that Measuring Date, no principal payment shall be due.

"Business Day" means a day other than a Saturday, a Sunday, a national holiday or a day on which banks in Phoenix, Arizona, are required to be closed. After the full repayment of that certain Promissory Note in the amount of $5,580,000 dated as of even date herewith executed by Maker in favor of Lender, then upon the Partial Release (as defined in the Credit Facility Agreement) of a Release Parcel (as defined in the Credit Facility Agreement), Maker will pay to Holder a principal payment in an amount equal to the Partial Release Payment (as defined in the Credit Facility Agreement) payable with respect to such Release Parcel, which shall be applied to the next due principal payment. In addition, on each Principal Payment Date, as set forth in the table below, a principal payment shall be due and payable in an amount equal to the positive amount obtained when the unpaid principal balance of this Note, on the Measuring Date, is reduced by the Threshold Amount applicable to that Measuring Date, as set forth in the table below. If the Threshold Amount applicable to a Measuring Date, as set forth in the table below, is equal to or greater than the unpaid principal balance of this Note on that Measuring Date, no principal payment shall be due.
Measuring Date -------------August 31, 2004 August 31, 2005 Principal Payment Date ---------------------September 15, 2004 September 15, 2005 Threshold Amount ---------------US $ 720,000 US $ 360,000

All payments under this Note shall be applied first to any late charges, costs, fees and expenses due hereunder or under the other documents executed in connection with the Loan, then to accrued but unpaid Basic Interest, and the balance, if any, to outstanding principal. However, if an Event of Default exists, Holder may apply the proceeds of the security for this Note in such order and manner as Holder may determine. On the Due Date (as hereinafter defined), the entire unpaid principal balance of this Note, all accrued and unpaid Basic Interest, and all other charges or amounts owing in connection with the Loan shall be due and payable in full. The Due Date shall mean the earlier of (i) the Maturity Date; (ii) the date of satisfaction of this Note; or (iii) the date on which Lender or Holder accelerates payment of the this Note due to an Event of Default. All payments under this Note shall be applied in accordance with the terms and conditions of the Credit Facility Agreement. However, if an Event of Default exists, Holder may apply the proceeds of the Loan Collateral (as defined in the Credit Facility Agreement) in such order and manner as Holder may determine. If any installment of principal, interest or any other payment required to be made in connection with the Loan is not paid when due and, except in the case of the final installment for which no grace period is allowed, such breach continues for five (5) Business Days, or if any other Event of Default exists, Holder may at its option, without 3

notice of any type whatsoever (including, without limitation, notice of acceleration or intention to accelerate) or demand, declare immediately due and payable the entire unpaid principal balance hereof, all accrued and unpaid Basic Interest thereon, and all other obligations owing in connection with the Loan. If any installment of principal and/or interest shall not be paid within ten (10) Business Days of the date when due, a "late charge" of two percent (2%) of the late payment may be charged by Holder for the purposes of defraying the expense incident to handling such delinquent payments. Such late charge represents the reasonable estimate of Maker and Lender of a fair average compensation for the loss which may be sustained by Holder due to the failure of the Maker to make timely payments. All late charges may be assessed without notice to Maker, shall be due and payable monthly or the next Installment Date after the scheduled Installment Date of the delinquent payment, and shall be in addition to all other rights and remedies available to Holder. Prepayment of this Note will be permitted in whole or in part at any time without penalty.

notice of any type whatsoever (including, without limitation, notice of acceleration or intention to accelerate) or demand, declare immediately due and payable the entire unpaid principal balance hereof, all accrued and unpaid Basic Interest thereon, and all other obligations owing in connection with the Loan. If any installment of principal and/or interest shall not be paid within ten (10) Business Days of the date when due, a "late charge" of two percent (2%) of the late payment may be charged by Holder for the purposes of defraying the expense incident to handling such delinquent payments. Such late charge represents the reasonable estimate of Maker and Lender of a fair average compensation for the loss which may be sustained by Holder due to the failure of the Maker to make timely payments. All late charges may be assessed without notice to Maker, shall be due and payable monthly or the next Installment Date after the scheduled Installment Date of the delinquent payment, and shall be in addition to all other rights and remedies available to Holder. Prepayment of this Note will be permitted in whole or in part at any time without penalty. No delay or omission on the part of Holder in exercising any power, right or remedy hereunder shall operate as a waiver of any such power, right or remedy; and no single or partial exercise of any such power, right or remedy shall preclude any other or further exercise thereof or the exercise of any other power, right or remedy of Holder under this Note or which may be provided by law. Any extension or indulgence at any time allowed by Holder to Maker shall be in reliance upon the understanding that such shall not affect or prejudice the rights, powers, and remedies of Holder except to the extent specifically set forth at the time in writing by Holder; and no waiver shall be construed as a waiver of any breach or default thereafter occurring. All remedies conferred upon Holder by this Note or any other Loan Document shall be cumulative and none is exclusive, and such remedies may be exercised concurrently or consecutively at Holder's option. If Holder undertakes to collect this Note following an Event of Default, Maker will pay to Holder in addition to any indebtedness due and unpaid, all costs and expenses of collection, including, without limitation, attorneys' fees and expert witnesses' fees, whether or not legal proceedings shall be instituted. If Holder institutes legal proceedings to enforce this Note, the award of costs of collection, including attorneys' fees, shall be made by the court (and not by a jury). Maker and every person or entity at any time liable for the payment of the indebtedness evidenced by this Note hereby absolutely and unconditionally waive: presentment for payment, protest or demand; notice of dishonor, protest, demand and nonpayment of this Note; and each and every other notice of any kind (including, without limitation, notice of acceleration or intention to accelerate) except for notices expressly provided in this Note or in any of the other documents securing payment of, or otherwise related to, this Note. Maker and every such person or entity further consent to renewals or extensions of the payment of any sums to be paid under this Note at any time and from 4

time to time, without limit as to the number or aggregate period of such renewals or extensions, at the request of any other person or entity liable for them. Any such renewals or extensions may be made without notice to any person or entity liable for the payment of the indebtedness evidenced by this Note. This Note is given and accepted as evidence of indebtedness only and not in payment or satisfaction of any indebtedness or obligation. Time is of the essence with respect to all of Maker's obligations and agreements under this Note. This Note and all its provisions, conditions, promises and covenants shall be binding upon Maker, and its successors and assigns, provided nothing herein shall be deemed Holder's consent to any assignment restricted or prohibited by the terms of the Loan Documents. If more than one person or entity has executed this Note as Maker, the obligations of such persons and entities shall be joint and several. If any provision of this Note shall be held invalid, illegal or unenforceable under present or future laws (all of which laws are waived to the fullest extent possible), the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. In lieu of each such illegal, invalid or unenforceable provision,

time to time, without limit as to the number or aggregate period of such renewals or extensions, at the request of any other person or entity liable for them. Any such renewals or extensions may be made without notice to any person or entity liable for the payment of the indebtedness evidenced by this Note. This Note is given and accepted as evidence of indebtedness only and not in payment or satisfaction of any indebtedness or obligation. Time is of the essence with respect to all of Maker's obligations and agreements under this Note. This Note and all its provisions, conditions, promises and covenants shall be binding upon Maker, and its successors and assigns, provided nothing herein shall be deemed Holder's consent to any assignment restricted or prohibited by the terms of the Loan Documents. If more than one person or entity has executed this Note as Maker, the obligations of such persons and entities shall be joint and several. If any provision of this Note shall be held invalid, illegal or unenforceable under present or future laws (all of which laws are waived to the fullest extent possible), the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. In lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically a provision that is legal, valid and enforceable and as similar in terms to such illegal, invalid and unenforceable provision as may be possible. THIS NOTE HAS BEEN DELIVERED AND MAY BE SERVICED AND RETAINED IN PHOENIX, ARIZONA. THIS NOTE AND THE RIGHTS, DUTIES AND OBLIGATIONS OF MAKER AND HOLDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ARIZONA (INCLUDING, WITHOUT LIMITATION, THE RIGHT TO SEEK ANY DEFICIENCY AFTER RESORT TO ANY COLLATERAL AND WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND TO THE EXTENT THEY PREEMPT THE LAWS OF SUCH STATE, THE LAWS OF THE UNITED STATES. EACH OF MAKER AND (BY ACCEPTANCE HEREOF) HOLDER: (A) HEREBY IRREVOCABLY SUBMITS ITSELF TO THE PROCESS, JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF ARIZONA, MARICOPA COUNTY, AND TO THE PROCESS, JURISDICTION, AND VENUE OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA, FOR THE PURPOSES OF SUIT, ACTION OR OTHER PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE OR THE SUBJECT MATTER HEREOF, OR, IF HOLDER INITIATES SUCH ACTION, ANY COURT IN WHICH HOLDER SHALL INITIATE SUCH ACTION AND THE CHOICE OF SUCH VENUE SHALL IN ALL INSTANCES BE AT HOLDER'S ELECTION; AND (B) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, DEFENSE OR OTHERWISE IN 5

ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT SUCH PERSON IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH OF MAKER AND (BY ACCEPTANCE HEREOF) HOLDER HEREBY WAIVES THE RIGHT TO COLLATERALLY ATTACK ANY JUDGMENT OR ACTION IN ANY OTHER FORUM. MAKER AND (BY ACCEPTANCE HEREOF) HOLDER ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES; AND THEREFORE, THEY AGREE THAT ANY LAWSUIT ARISING OUT OF ANY SUCH CONTROVERSY SHALL BE TRIED BY A JUDGE SITTING WITHOUT A JURY, AND KNOWINGLY AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY SUCH PROCEEDING. MAKER HAS NO RIGHT TO EXTEND OR RENEW THIS NOTE OR THE LOAN.

ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT SUCH PERSON IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH OF MAKER AND (BY ACCEPTANCE HEREOF) HOLDER HEREBY WAIVES THE RIGHT TO COLLATERALLY ATTACK ANY JUDGMENT OR ACTION IN ANY OTHER FORUM. MAKER AND (BY ACCEPTANCE HEREOF) HOLDER ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES; AND THEREFORE, THEY AGREE THAT ANY LAWSUIT ARISING OUT OF ANY SUCH CONTROVERSY SHALL BE TRIED BY A JUDGE SITTING WITHOUT A JURY, AND KNOWINGLY AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY SUCH PROCEEDING. MAKER HAS NO RIGHT TO EXTEND OR RENEW THIS NOTE OR THE LOAN. ALL OF THE PROVISIONS SET FORTH ABOVE ARE A MATERIAL INDUCEMENT FOR LENDER'S MAKING THE LOAN TO MAKER. [MAKER'S INITIALS (___DB____)] It is the intent of the parties to comply with the applicable usury law ("Applicable Usury Law") chosen by Maker and Lender in the preceding paragraphs, or any other usury law applicable. Accordingly, it is agreed that notwithstanding any provisions to the contrary in the Credit Facility Agreement or any of the Loan Documents, in no event shall any Loan Document require the payment or permit the collection of interest in excess of the maximum contract rate permitted by the Applicable Usury Law. If (a) any such excess of interest otherwise would be contracted for, charged or received from Maker or otherwise in connection with the Loan, or (b) the maturity of the indebtedness evidenced by this Note is accelerated in whole or in part, or (c) all or part of the principal or interest of this Note shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received in connection with the Loan would exceed the maximum contract rate permitted by the Applicable Usury Law, then in any such event: (1) the provisions of this paragraph shall govern and control; (2) neither Maker nor any other person or entity now or hereafter liable for the payment hereof will be obligated to pay the amount of such interest to the extent that it is in excess of the maximum contract rate permitted by the Applicable Usury Law; (3) any such excess which may have been collected shall be either applied as a credit against the then unpaid principal amount hereof or refunded to Maker, at the Holder's option; and (4) the effective rate of interest will be automatically reduced to such rate as will enable Holder to receive the maximum amount of interest permitted by the Applicable Usury 6

Law. It is further agreed, without limiting the generality of the foregoing, that to the extent permitted by the Applicable Usury Law: (x) all calculations of the rate of interest which are made for the purpose of determining whether such rate would exceed the maximum contract rate permitted by the Applicable Usury Law shall be made by amortizing, prorating, allocating and spreading during the period of the full stated term of the Loan, all interest at any time contracted for, charged or received from Maker or otherwise in connection with the Loan; and (y) if the effective rate of interest on the Loan should at any time exceed the maximum contract rate allowed under the Applicable Usury Law, such excess interest that would otherwise have been collected had there been no ceiling imposed by the Applicable Usury Law shall be paid to Holder from time to time, if and when the effective interest rate on the Loan otherwise falls below the maximum amount permitted by the Applicable Usury Law, to the extent that interest paid to the date of calculation does not exceed the maximum contract rate permitted by the Applicable Usury Law, until the entire amount of interest which would have otherwise been collected had there been no ceiling imposed by the Applicable Usury Law has been paid in full. Maker further agrees that should the maximum contract rate permitted by the Applicable Usury Law be increased at any time hereafter because of a change in the law, then to the extent not prohibited by the Applicable Usury Law, such increases shall apply to all indebtedness evidenced hereby regardless of when incurred; but, again to the extent

Law. It is further agreed, without limiting the generality of the foregoing, that to the extent permitted by the Applicable Usury Law: (x) all calculations of the rate of interest which are made for the purpose of determining whether such rate would exceed the maximum contract rate permitted by the Applicable Usury Law shall be made by amortizing, prorating, allocating and spreading during the period of the full stated term of the Loan, all interest at any time contracted for, charged or received from Maker or otherwise in connection with the Loan; and (y) if the effective rate of interest on the Loan should at any time exceed the maximum contract rate allowed under the Applicable Usury Law, such excess interest that would otherwise have been collected had there been no ceiling imposed by the Applicable Usury Law shall be paid to Holder from time to time, if and when the effective interest rate on the Loan otherwise falls below the maximum amount permitted by the Applicable Usury Law, to the extent that interest paid to the date of calculation does not exceed the maximum contract rate permitted by the Applicable Usury Law, until the entire amount of interest which would have otherwise been collected had there been no ceiling imposed by the Applicable Usury Law has been paid in full. Maker further agrees that should the maximum contract rate permitted by the Applicable Usury Law be increased at any time hereafter because of a change in the law, then to the extent not prohibited by the Applicable Usury Law, such increases shall apply to all indebtedness evidenced hereby regardless of when incurred; but, again to the extent not prohibited by the Applicable Usury Law, should the maximum contract rate permitted by the Applicable Usury Law be decreased because of a change in the law, such decreases shall not apply to the indebtedness evidenced hereby regardless of when incurred. Maker warrants and represents that the Loan is for business or investment purposes. This Note is secured by, among other things, a Mortgage and Financing Statement (with Security Agreement and Assignment of Leases, Rents, Sales Documents, Sales Proceeds and Developer's Rights) encumbering real and personal property owned by Maker and located in St. Johns County, Florida ("Security Document"). [Signature page follows] 7

All notices, demands, documents, or other writings required or permitted to be given by Maker or Holder hereunder shall be given and deemed delivered in accordance with the provisions of the Security Document. BORROWER: BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation
By: /S/ DAVID BIDGOOD ------------------------------------Type/Print Name: DAVID BIDGOOD -----------------------Title: VP ----------------------------------

|X| Check here to verify that Borrower has initialed previous paragraph requiring initials. STATE OF FLORIDA County of PALM BEACH ) ss. )

The foregoing instrument was acknowledged before me this 28th day of AUGUST 2003, by DAVID BIDGOOD, the VICE PRESIDENT of Bluegreen Vacations Unlimited, Inc., a Florida Corporation, on behalf of such corporation. IN WITNESS WHEREOF, I hereunto set my hand and official seal.

All notices, demands, documents, or other writings required or permitted to be given by Maker or Holder hereunder shall be given and deemed delivered in accordance with the provisions of the Security Document. BORROWER: BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation
By: /S/ DAVID BIDGOOD ------------------------------------Type/Print Name: DAVID BIDGOOD -----------------------Title: VP ----------------------------------

|X| Check here to verify that Borrower has initialed previous paragraph requiring initials. STATE OF FLORIDA County of PALM BEACH ) ss. )

The foregoing instrument was acknowledged before me this 28th day of AUGUST 2003, by DAVID BIDGOOD, the VICE PRESIDENT of Bluegreen Vacations Unlimited, Inc., a Florida Corporation, on behalf of such corporation. IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/S/ JEFFREY LORENZ ---------------------------------Notary Public in and for the State and County aforesaid My commission expires: 11/11/05 ----------------------

8

EXHIBIT 10.157 AMENDMENT NO. 1 TO REVOLVING PROMISSORY NOTE (AD&C LOAN) BY THIS AMENDMENT NO. 1 TO REVOLVING PROMISSORY NOTE (AD&C LOAN) ("Amendment") dated as of September 10, 2003, BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation (the "Borrower" or "Maker"), and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation ("Lender" or "Holder"), for good and valuable consideration, the receipt of which is hereby acknowledged, hereby confirm and agree as follows: RECITALS: A. Lender is the owner and holder of that Revolving Promissory Note (AD&C Loan) dated as of February 10, 2003, in the current face amount of Fifteen Million Dollars ($15,000,000) and made payable by Maker to Lender ("AD&C Loan Note").

EXHIBIT 10.157 AMENDMENT NO. 1 TO REVOLVING PROMISSORY NOTE (AD&C LOAN) BY THIS AMENDMENT NO. 1 TO REVOLVING PROMISSORY NOTE (AD&C LOAN) ("Amendment") dated as of September 10, 2003, BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation (the "Borrower" or "Maker"), and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation ("Lender" or "Holder"), for good and valuable consideration, the receipt of which is hereby acknowledged, hereby confirm and agree as follows: RECITALS: A. Lender is the owner and holder of that Revolving Promissory Note (AD&C Loan) dated as of February 10, 2003, in the current face amount of Fifteen Million Dollars ($15,000,000) and made payable by Maker to Lender ("AD&C Loan Note"). B. The AD&C Loan Note evidences Advances under the AD&C Loan made pursuant to the terms of that certain Loan Agreement executed between Borrower and Lender and dated as of February 10, 2003 ("Loan Agreement"). C. Pursuant to the Modification Agreement, dated as of even date herewith, Lender and Borrower have agreed to, among other things: (i) extend the Approval Period during which new projects will be considered for approval for funding from proceeds of the Loan and thereby concurrently extend the Maturity Date; and (ii) increase the Loan Amount under the Loan Agreement from $15,000,000 to $45,000,000 (as those terms are used and defined in the Loan Agreement). D. Borrower and Lender wish to amend the AD&C Loan Note to reflect the above-described changes. AGREEMENT: 1. Except as otherwise defined herein or unless the context otherwise requires, capitalized terms used in this Amendment shall have the meanings given to them in the AD&C Loan Note, or if not defined therein, the meanings given to them in the Loan Agreement, as amended from time to time. 2. The AD&C Loan Note is amended to increase the current face amount thereof and the principal sum of such note set forth therein to the principal sum of FORTY FIVE MILLION UNITED STATES DOLLARS (U.S. $45,000,000.00) ("Loan"). All references to "Loan" in the AD&C Loan Note shall mean the Loan as amended by this Section 2. 3. Section 4 of the AD&C Loan Note is hereby amended by deleting such Section in its entirety and replacing and substituting in lieu thereof the following:

Section 4 Maturity Date The unpaid principal balance hereof, together with all unpaid interest accrued thereon, and all other amounts payable by Borrower under the terms of the Loan Documents shall be due and payable on the first to occur (the "Maturity Date") of (i) the date which is 6 years after the date of this Amendment, or (ii) the date on which this Note is required to be repaid pursuant to the Loan Agreement, including, without limitation, Section 8.2 of the Loan Agreement. If the Maturity Date should fall on a day other than a Business Day, payment of the outstanding principal and all unpaid interest due under the terms hereof shall be made on the next succeeding Business Day and such extension of time shall be included in computing any interest in respect of such payment. 4. Borrower and Lender hereby ratify and confirm the AD&C Loan Note, as amended hereby, in all respects; and, except as amended hereby, the AD&C Loan Note shall remain in full force and effect.

Section 4 Maturity Date The unpaid principal balance hereof, together with all unpaid interest accrued thereon, and all other amounts payable by Borrower under the terms of the Loan Documents shall be due and payable on the first to occur (the "Maturity Date") of (i) the date which is 6 years after the date of this Amendment, or (ii) the date on which this Note is required to be repaid pursuant to the Loan Agreement, including, without limitation, Section 8.2 of the Loan Agreement. If the Maturity Date should fall on a day other than a Business Day, payment of the outstanding principal and all unpaid interest due under the terms hereof shall be made on the next succeeding Business Day and such extension of time shall be included in computing any interest in respect of such payment. 4. Borrower and Lender hereby ratify and confirm the AD&C Loan Note, as amended hereby, in all respects; and, except as amended hereby, the AD&C Loan Note shall remain in full force and effect. 5. This Amendment may be attached to and shall form a part of the AD&C Loan Note for all purposes. 6. This Amendment may be executed in counterparts, and any number of such counterparts which have been executed by all persons whose signatures are required below shall constitute one original. IN WITNESS WHEREOF this instrument is executed by the parties hereto as of the date set forth above. BORROWER: BLUEGREEN VACATIONS UNLIMITED, INC. a Florida corporation
By: /S/ JOHN F. CHISTE ------------------------------Printed Name: JOHN F. CHISTE --------------------Title: TREASURER ----------------------------

Accepted by:

LENDER: RESIDENTIAL FUNDING CORPORATION, a Delaware corporation

By: /S/ JEFF OWINGS ------------------------------Printed Name: Jeff Owings Its: Managing Director

2

EXHIBIT 10.160 AMENDMENT NO. 1 TO REVOLVING PROMISSORY NOTE (RECEIVABLES LOAN) BY THIS AMENDMENT NO. 1 TO REVOLVING PROMISSORY NOTE (RECEIVABLES LOAN) ("Amendment") dated as of September 10, 2003, BLUEGREEN CORPORATION, a Massachusetts corporation ("Bluegreen"), BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation ("BVI") and BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited liability company ("Big Cedar" and jointly and severally with Bluegreen and BVI the "Borrower" or "Maker"), and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation ("Lender" or "Holder"), for good and valuable consideration, the receipt of which is hereby acknowledged, hereby confirm and agree as follows:

EXHIBIT 10.160 AMENDMENT NO. 1 TO REVOLVING PROMISSORY NOTE (RECEIVABLES LOAN) BY THIS AMENDMENT NO. 1 TO REVOLVING PROMISSORY NOTE (RECEIVABLES LOAN) ("Amendment") dated as of September 10, 2003, BLUEGREEN CORPORATION, a Massachusetts corporation ("Bluegreen"), BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation ("BVI") and BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited liability company ("Big Cedar" and jointly and severally with Bluegreen and BVI the "Borrower" or "Maker"), and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation ("Lender" or "Holder"), for good and valuable consideration, the receipt of which is hereby acknowledged, hereby confirm and agree as follows: RECITALS: A. Lender is the owner and holder of that Revolving Promissory Note (Receivables Loan) dated as of February 10, 2003, in the current face amount of Fifty Million Dollars ($50,000,000) and made payable by Maker to Lender ("Receivables Loan Note"). B. The Receivables Loan Note evidences Advances under the Receivables Loan made pursuant to the terms of that certain Loan and Security Agreement executed between Borrower and Lender and dated as of February 10, 2003 ("Loan Agreement"). C. Pursuant to the Modification Agreement, dated as of even date herewith, Lender and Borrower have agreed to, among other things: (i) extend the Advance Period for the making of Advances under the Loan Agreement and thereby concurrently extend the Maturity Date; and (ii) increase the Loan Amount from $50,000,000 to $75,000,000 (as those terms are used and defined in the Loan Agreement). D. Borrower and Lender wish to amend the Receivables Loan Note to reflect the above-described changes. AGREEMENT: 1. Except as otherwise defined herein or unless the context otherwise requires, capitalized terms used in this Amendment shall have the meanings given to them in the Receivables Loan Note, or if not defined therein, the meanings given to them in the Loan Agreement, as amended from time to time. 2. The Receivables Loan Note is amended to increase the current face amount thereof and the principal sum of such note set forth therein to the principal sum of SEVENTY FIVE MILLION UNITED STATES DOLLARS (U.S. $75,000,000.00) (the "Loan"). All references to "Loan" in the Receivables Loan Note shall mean the Loan as amended by this Section 2.

3. Borrower and Lender hereby ratify and confirm the Receivables Loan Note, as amended hereby, in all respects; and, except as amended hereby, the Receivables Loan Note shall remain in full force and effect. 4. This Amendment may be attached to and shall form a part of the Receivables Loan Note for all purposes. 5. This Amendment may be executed in counterparts, and any number of such counterparts which have been executed by all persons whose signatures are required below shall constitute one original. IN WITNESS WHEREOF this instrument is executed by the parties hereto as of the date set forth above. BORROWER: BLUEGREEN CORPORATION, a Massachusetts corporation

3. Borrower and Lender hereby ratify and confirm the Receivables Loan Note, as amended hereby, in all respects; and, except as amended hereby, the Receivables Loan Note shall remain in full force and effect. 4. This Amendment may be attached to and shall form a part of the Receivables Loan Note for all purposes. 5. This Amendment may be executed in counterparts, and any number of such counterparts which have been executed by all persons whose signatures are required below shall constitute one original. IN WITNESS WHEREOF this instrument is executed by the parties hereto as of the date set forth above. BORROWER: BLUEGREEN CORPORATION, a Massachusetts corporation
By: /S/ JOHN F. CHISTE --------------------------------Printed Name: JOHN F. CHISTE -----------------------Title: TREASURER ------------------------------

BLUEGREEN VACATIONS UNLIMITED, INC. a Florida corporation
By: /S/ JOHN F. CHISTE --------------------------------Printed Name: JOHN F. CHISTE -----------------------Title: TREASURER ------------------------------

BLUEGREEN/BIG CEDAR VACATIONS, LLC. a Delaware limited liability company
By: /S/ JOHN F. CHISTE --------------------------------Printed Name: JOHN F. CHISTE -----------------------Title: AUTHORIZED AGENT ------------------------------

2
Accepted by: LENDER: RESIDENTIAL FUNDING CORPORATION, a Delaware corporation By: /S/ JEFF OWINGS --------------------------------Printed Name: Jeff Owings Its: Managing Director

3

Accepted by:

LENDER: RESIDENTIAL FUNDING CORPORATION, a Delaware corporation By: /S/ JEFF OWINGS --------------------------------Printed Name: Jeff Owings Its: Managing Director

3

EXHIBIT 31.1 CERTIFICATION I, George F. Donovan, Chief Executive Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Bluegreen Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c) Disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/S/ GEORGE F. DONOVAN --------------------George F. Donovan Chief Executive Officer

EXHIBIT 31.1 CERTIFICATION I, George F. Donovan, Chief Executive Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Bluegreen Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c) Disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/S/ GEORGE F. DONOVAN --------------------George F. Donovan Chief Executive Officer Date: November 12, 2003

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EXHIBIT 31.2 CERTIFICATION I, John F. Chiste, Chief Financial Officer, certify that:

EXHIBIT 31.2 CERTIFICATION I, John F. Chiste, Chief Financial Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Bluegreen Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c) Disclosed in this quarterly report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
/S/ JOHN F. CHISTE ----------------------John F. Chiste Chief Financial Officer Date: November 12, 2003

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EXHIBIT 32.1 Certification Required by 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

EXHIBIT 32.1 Certification Required by 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) I, George F. Donovan, as Chief Executive Officer of Bluegreen Corporation (the "Company"), certify, pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002), that to my knowledge: (1) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2003 (the "Report"), filed with the U.S. Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: /S/ GEORGE F. DONOVAN -------------------------George F. Donovan President and Chief Executive Officer Date: November 12, 2003

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to Bluegreen Corporation and will be retained by Bluegreen Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2 Certification Required by 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) I, John F. Chiste, as Chief Financial Officer of Bluegreen Corporation (the "Company"), certify, pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002), that to my knowledge: (1) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2003 (the "Report"), filed with the U.S. Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: /S/ JOHN F. CHISTE ------------------------------------John F. Chiste Senior Vice President, Treasurer and Chief Financial Officer Date: November 12, 2003

EXHIBIT 32.2 Certification Required by 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) I, John F. Chiste, as Chief Financial Officer of Bluegreen Corporation (the "Company"), certify, pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002), that to my knowledge: (1) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2003 (the "Report"), filed with the U.S. Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: /S/ JOHN F. CHISTE ------------------------------------John F. Chiste Senior Vice President, Treasurer and Chief Financial Officer Date: November 12, 2003

The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document. A signed original of this written statement required by Section 906 has been provided to Bluegreen Corporation and will be retained by Bluegreen Corporation and furnished to the Securities and Exchange Commission or its staff upon request.