EXHIBIT 10.147

              AMENDMENT NUMBER EIGHT TO LOAN AND SECURITY AGREEMENT

      This Amendment Number Eight to Loan and Security Agreement ("Amendment")
is entered into as of October 5, 2004, by and between BLUEGREEN CORPORATION,
f/k/a Patten Corporation, a Massachusetts corporation ("Borrower"), and WELLS
FARGO FOOTHILL, INC., a California corporation, f/k/a/ Foothill Capital
Corporation ("Foothill"), in light of the following:

      FACT ONE: Borrower and Foothill have previously entered into that certain
Amended and Restated Loan and Security Agreement, dated as of September 23,
1997, as Amended by that certain Amendment Number One to Loan and Security
Agreement dated as of December 1, 2000, as further amended by that certain
Amendment Number Two to Loan and Security Agreement dated as of November 9,
2001, that certain Amendment Number Three to Loan and Security Agreement dated
as of August 28, 2002, that certain Amendment Number Four to Loan and Security
Agreement dated as of March 26, 2003, that certain Amendment Number 5 to Loan
and Security Agreement dated as of September 1, 2003, that certain Amendment
Number 6 to Loan and Security Agreement dated as of April 2, 2004, and that
certain Amendment Number 7 to Loan and Security Agreement dated as of September
21, 2004 (as amended, the "Agreement").

      FACT TWO: Borrower and Foothill desire to amend the Agreement as provided
for and on the conditions herein.

      NOW, THEREFORE, Borrower and Foothill hereby amend and supplement the
Agreement as follows:

      1. DEFINITIONS. All initially capitalized terms used in this Amendment
shall have the meanings given to them in the Agreement unless specifically
defined herein.

      2. AMENDMENTS.

            (a) The following new definitions are added to Section 1.1 of the
Agreement:

                  ""Eighth Amendment" means that certain Amendment Number Eight
                  to Loan and Security Agreement dated as of October ___, 2004,
                  executed by Borrower and Foothill."

            (b) The definition of "Land Inventory Borrowing Base" in Section 1.1
of the Agreement is deleted in its entirety and the following substituted in its
place and stead:

                  ""Land Inventory Borrowing Base" means an amount equal to: (a)
                  the lesser of (a) Ten Million Dollars ($10,000,000) or (b)
                  sixty-seven percent (67%) of the six month liquidation value
                  as determined by Appraisal

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                  Associates, valued as of September 17, 2004, or (c) Foothill's
                  in-house appraisal (or third-party appraisal, if Foothill, in
                  its sole absolute discretion, desires) of the Real Property."

            (c) Section 2.4(d)(2) of the Loan Agreement is deleted in its
entirety and the following substituted in its place and stead:

                  "2.4(d)(2) In addition to the other payments required herein,
                  Borrower shall make quarterly minimum principal payments on
                  the sums borrowed pursuant to Section 2.2 herein in the amount
                  of Seven and One Half Percent (7.50%) of each initial funding
                  of a Land Inventory Advance, commencing on the third month
                  anniversary of each initial funding under Section 2.2, and
                  continuing on every third month anniversary thereafter during
                  the term hereof. Payments received pursuant to Section 4.7
                  herein shall be credited against such minimum quarterly
                  principal payments, and to the extent that such payments
                  received pursuant to Section 4.7 exceed the minimum principal
                  payments called for above, such additional payments shall be
                  permanently applied in reduction of the Obligations."

            (d) Section 2.7 of the Loan Agreement is amended by adding the
following new sub-section (f):

                  "(f) Eighth Amendment Fee. In consideration of Foothill
                  entering into the Eighth Amendment, Borrower shall pay to
                  Foothill an amendment fee in the amount of Fifty Thousand
                  Dollars ($50,000), which such sum Foothill may advance and
                  when so advanced shall become part of the Obligations."

      3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Foothill
that all of Borrower's representations and warranties set forth in the Agreement
are true, complete and accurate in all respects as of the date hereof.

      4. NO DEFAULTS. Borrower hereby affirms to Foothill that no Event of
Default has occurred and is continuing as of the date hereof.

      5. CONDITION PRECEDENT. The effectiveness of this Amendment is expressly
conditioned upon receipt by Foothill of an executed copy of this Eighth
Amendment.

      6. COSTS AND EXPENSES. Borrower shall pay to Foothill all of Foothill's
out-of-pocket costs and expenses (including, without limitation, title fees,
search fees, filing and recording fees, documentation fees, appraisal fees,
travel expenses, and other fees, and the reasonable fees and expenses of its
counsel) arising in connection with the preparation, execution, and delivery of
this Amendment and all related documents.

      7. LIMITED EFFECT. In the event of a conflict between the terms and
provisions of this Amendment and the terms and provisions of the Agreement, the
terms and provisions of


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this Amendment shall govern. In all other respects, the Agreement, as amended
and supplemented hereby, shall remain in full force and effect.


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      8. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties on separate counterparts, each
of which when so executed and delivered shall be deemed to be an original. All
such counterparts, taken together, shall constitute but one and the same
Amendment. This Amendment shall become effective upon the execution of a
counterpart of this Amendment by each of the parties hereto. This Agreement may
be executed and the signature pages telecopied between the parties. A
telefacsimile signature is deemed an original for all purposes.

      IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first set forth above.

                                        WELLS FARGO FOOTHILL, INC.,
                                        a California corporation, f/k/a FOOTHILL
                                        CAPITAL CORPORATION,


                                        By:
                                           -------------------------------------
                                        Title:
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                                        BLUEGREEN CORPORATION,
                                        a Massachusetts corporation



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