Exhibit 10.158

                   FOURTH AMENDED AND RESTATED LOAN AGREEMENT

Wachovia Bank, National Association
225 Water Street
Jacksonville, Florida 32202
(Hereinafter referred to as the "Bank")

Bluegreen Corporation, a Massachusetts corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33341
(Hereinafter referred to as "Bluegreen Corporation")

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

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

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

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

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

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

Bluegreen Carolina Lands, LLC, a Delaware limited liability company
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

Bluegreen Interiors, LLC, a Delaware limited liability company 4960 Conference
Way North, Suite 100
Boca Raton, Florida 33431

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

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

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

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

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


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<PAGE>

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

Managed Assets Corporation, a Delaware corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

travelheads, inc., a Florida corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Encore Rewards, Inc., a Delaware corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Leisurepath, Inc., a Florida corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

BXG Realty, Inc., a Delaware corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Mystic Shores Realty, Inc., a Texas corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Brickshire Realty, Inc., a Virginia corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Catawba Falls, LLC, a North Carolina limited liability company
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Preserve at Jordan Lake Realty, Inc., a North Carolina corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Bluegreen Purchasing & Design, Inc., a Florida corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Great Vacation Destinations, Inc., a Florida corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

Lake Ridge Realty, Inc., a Texas corporation
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431

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


                                     Page 3
<PAGE>

This Fourth Amended and Restated Loan Agreement ("Agreement") is entered into as
of December 31, 2004.

Borrower  requested  and First Union  National  Bank  ("First  Union") made that
certain  $5,000,000.00  line of credit  available  to Borrower  (the  "Loan") as
evidenced by that  certain  Promissory  Note dated as of September  23, 1998 and
certain  other  documents  including  that  certain Loan  Agreement  dated as of
September 23, 1998. The Loan has been previously amended, increased and extended
pursuant to the terms and  conditions of certain  documents  including,  without
limitation,  that certain  $10,000,000.00  Renewal  Promissory  Note dated as of
December 31, 2000,  that certain  Modification  Number One to the Loan Agreement
dated as of  August  1,  1999,  that  certain  Modification  Number  Two to Loan
Agreement dated as of November 3, 1999, that certain  Modification  Number Three
to Loan Agreement dated as of December 31, 2000, and certain other documents.

Borrower  subsequently  requested and First Union agreed to amend,  increase and
extend the Loan as evidenced by (i) that certain Amended and Restated Promissory
Note executed by Borrower, jointly and severally, dated as of December 31, 2001,
and  made  payable  to  First  Union  in  the  original   principal   amount  of
$12,500,000.00;  (ii) that certain  Amended and Restated Loan Agreement dated as
of  December  31,  2001;  and (iii)  certain  other loan  documents  dated as of
December 31, 2001.

Borrower  subsequently  requested and Bank  (successor by merger to First Union)
agreed to amend and  extend the Loan as  evidenced  by (i) that  certain  Second
Amended  and  Restated  Promissory  Note  executed  by  Borrower,   jointly  and
severally,  dated as of  December  31,  2002,  and made  payable  to Bank in the
original  principal amount of  $12,500,000.00;  (ii) that certain Second Amended
and Restated  Loan  Agreement  dated as of December 31, 2002;  and (iii) certain
other loan documents dated as of December 31, 2002.

Borrower  requested  and Bank agreed to further  amend,  increase and extend the
Loan  pursuant  to the terms of (i) that  certain  Third  Amended  and  Restated
Promissory  Note  executed  by  Borrower,  jointly  and  severally,  dated as of
December 30, 2003, and made payable to Bank in the original  principal amount of
$15,000,000.00,  and (ii) that certain Third Amended and Restated Loan Agreement
dated as of December 30, 2003.

Borrower subsequently  requested,  and Bank agreed to further amend the Loan, as
evidenced by that certain First  Amendment and  Ratification  of Loan  Agreement
dated as of March 31, 2004,  and as evidenced by that certain  Second  Amendment
and Ratification of Loan Agreement dated as of August 9, 2004.

Borrower has now requested and Bank has agreed to further  modify and extend the
Loan  pursuant to the terms of (i) that  certain  Fourth  Amended  and  Restated
Promissory Note executed by Borrower,  jointly and severally, dated of even date
herewith,  and made  payable  to the Bank in the  original  principal  amount of
$15,000,000.00  (the  "Note"),  and (ii)  this  Agreement.  The  Note,  and this
Agreement  and all other  documents  executed  in  connection  with the Loan are
hereinafter  collectively  referred to as the "Loan Documents".  All capitalized
terms used herein and not otherwise  defined shall have those meanings  ascribed
to them in the Loan Documents.

LINE OF CREDIT.  Borrower may borrow, repay, and reborrow, from time to time, so
long as the total  principal  indebtedness  outstanding  under the Loan plus the
amount of all  unreimbursed  drawings under all letters of credit issued by Bank
for  account  of  Borrower  does not  exceed  the face  amount of the Note.  All
payments  made by Bank  under any  letters of credit  issued for the  account of
Borrower and all fees,  commissions,  discounts  and other amounts owed or to be
owed to Bank in connection  therewith,  shall be deemed to be Advances under the
Note and shall be repaid on demand. The Loan proceeds are to be used by Borrower
solely for working capital and to issue letters of credit from time to time. The
Borrower shall deliver a Borrowing  Certificate  attached as Exhibit "A" to Bank
with  each  borrowing  under  the  Loan.  Each  borrowing  request  shall  be in
compliance with the eligibility formula of the Borrowing  Certificate.  Advances
under the Loan shall be repaid  within  ninety (90) days of such advance and the
Borrower  shall  pay down the  outstanding  balance  under  the Loan  (excluding
letters of credit issued under


                                     Page 4
<PAGE>

the Note) to a maximum of $100.00 for forty-five (45) consecutive days annually.
The total  amount of  letters  of credit to be issued  under the Note  shall not
exceed the face amount of the Note at any time nor have maturities  greater than
the maturity  date of the Loan.  The maturity date of the Loan shall be June 30,
2006.

Representations.  Borrower  represents  that from the date of this Agreement and
until  final  payment  in full of the  Obligations:  Accurate  Information.  All
information now and hereafter furnished to Bank is and will be true, correct and
complete.  Any such information  relating to Borrower's financial condition will
accurately  reflect  Borrower's  financial  condition as of the date(s) thereof,
(including  all  contingent  liabilities  of every type),  and Borrower  further
represents that its financial  condition has not changed materially or adversely
since the  date(s)  of such  documents.  Authorization;  Non-Contravention.  The
execution, delivery and performance by Borrower of this Agreement and other Loan
Documents to which it is a party are within its power, have been duly authorized
as may be required and, if  necessary,  by making  appropriate  filings with any
governmental  agency or unit and are the legal,  binding,  valid and enforceable
obligations  of Borrower;  and do not (i)  contravene,  or  constitute  (with or
without  the  giving  of  notice  or lapse of time or both) a  violation  of any
provision  of  applicable  law, a violation of the  organizational  documents of
Borrower, or a default under any agreement,  judgment, injunction, order, decree
or other  instrument  binding  upon or  affecting  Borrower,  (ii) result in the
creation or imposition  of any lien (other than the lien(s)  created by the Loan
Documents) on any of Borrower's assets, or (iii) give cause for the acceleration
of any  obligations  of Borrower or any guarantor to any other  creditor.  Asset
Ownership.  Borrower has good and marketable  title to all of the properties and
assets reflected on the balance sheets and financial statements supplied Bank by
Borrower,  and all such  properties  and assets are free and clear of mortgages,
security deeds, pledges,  liens, charges, and all other encumbrances,  except as
otherwise  disclosed  to  Bank by  Borrower  in  writing  and  approved  by Bank
("Permitted Liens"). To Borrower's knowledge,  no default has occurred under any
Permitted Liens and no claims or interests adverse to Borrower's  present rights
in its properties and assets have arisen. Discharge of Liens and Taxes. Borrower
has duly  filed,  paid and/or  discharged  all taxes or other  claims  which may
become a lien on any of its property or assets to the extent required to be paid
as of this date,  except to the extent  that such items are being  appropriately
contested in good faith and an adequate reserve for the payment thereof is being
maintained.  Sufficiency of Capital.  Borrower is not, and after consummation of
this  Agreement and after giving effect to all  indebtedness  incurred and liens
created by Borrower in  connection  with the Note and any other Loan  Documents,
will not be, insolvent  within the meaning of 11 U.S.C. ss. 101(32).  Compliance
with Laws.  Borrower is in compliance in all material respects with all federal,
state and  local  laws,  rules and  regulations  applicable  to its  properties,
operations,  business, and finances,  including, without limitation, any federal
or state laws  relating to liquor  (including  18 U.S.C.  ss. 3617,  et seq.) or
narcotics  (including 21 U.S.C. ss. 801, et seq.) and/or any commercial  crimes;
all applicable federal, state and local laws and regulations intended to protect
the  environment;  and the Employee  Retirement  Income Security Act of 1974, as
amended ("ERISA"), if applicable.  Organization and Authority.  Each Borrower is
duly created,  validly existing and in good standing under the laws of the state
of its organization, and has all powers, governmental licenses,  authorizations,
consents and approvals  required to operate its business as now conducted.  Each
Borrower is duly qualified,  licensed and in good standing in each  jurisdiction
where  qualification  or  licensing is required by the nature of its business or
the character and location of its property,  business or customers, and in which
the failure to so qualify or be licensed,  as the case may be, in the aggregate,
could  have a  material  adverse  effect on the  business,  financial  position,
results  of  operations,  properties  or  prospects  of  Borrower  or  any  such
guarantor.  No Litigation.  There are no pending or threatened suits,  claims or
demands  against  Borrower or any guarantor that have not been disclosed to Bank
by Borrower in writing,  and  approved by Bank.  ERISA.  Each  employee  pension
benefit plan, as defined in ERISA,  maintained by Borrower meets, as of the date
hereof,  the minimum funding  standards of ERISA and all applicable  regulations
thereto and requirements  thereof,  and of the Internal Revenue Code of 1954, as
amended.  No "Prohibited  Transaction" or "Reportable  Event" (as both terms are
defined by ERISA) has occurred with respect to any such plan.

AFFIRMATIVE COVENANTS. Borrower agrees that from the date hereof and until final
payment  in full of the  Obligations,  unless  Bank shall  otherwise  consent in
writing,   Borrower  will:   Business   Continuity.   Conduct  its  business  in
substantially  the same  manner and  locations  as such  business is now and has


                                     Page 5
<PAGE>

previously been conducted. Maintain Properties.  Maintain, preserve and keep its
property  in good  repair,  working  order  and  condition,  making  all  needed
replacements,  additions and improvements thereto, to the extent allowed by this
Agreement. Access to Books and Records. Allow Bank, or its agents, during normal
business  hours and upon  prior  advance  written  notice,  access to the books,
records and such other documents of Borrower as Bank shall  reasonably  require,
and allow Bank to make copies  thereof at Bank's  expense.  Insurance.  Maintain
adequate  insurance coverage with respect to its properties and business against
loss or damage of the kinds and in the amounts  customarily  insured  against by
companies of  establiHed  reputation  engaged in the same or similar  businesses
including,  without limitation,  commercial general liability insurance, workers
compensation  insurance,  and business interruption  insurance;  all acquired in
such amounts and from such companies as Bank may reasonably  require.  Notice of
Default and Other Notices.  (a) Notice of Default.  Furnish to Bank  immediately
upon becoming aware of the existence of any condition or event which constitutes
a Default (as defined in the Loan Documents) or any event which, upon the giving
of  notice  or lapse of time or both,  may  become  a  Default,  written  notice
specifying  the nature  and period of  existence  thereof  and the action  which
Borrower is taking or proposes to take with respect thereto.  (b) Other Notices.
Promptly  notify  Bank in  writing  of (i) any  material  adverse  change in its
financial  condition  or its  business;  (ii) any  default  under  any  material
agreement,  contract or other  instrument to which it is a party or by which any
of its  properties  are  bound,  or any  acceleration  of  the  maturity  of any
indebtedness  owing by Borrower;  (iii) any material  adverse  claim  against or
affecting Borrower or any part of its properties;  (iv) the commencement of, and
any  material  determination  in,  any  litigation  with any third  party or any
proceeding  before  any  governmental  agency or unit  affecting  Borrower  in a
claimed  amount  in  excess  of  $1,500,000.00;  and (v) at least 30 days  prior
thereto,  any change in  Borrower's  name or address as shown above,  and/or any
material  change in  Borrower's  structure.  Compliance  with Other  Agreements.
Comply with all terms and conditions contained in this Agreement,  and any other
Loan Documents, and swap agreements,  if applicable, as defined in the 11 U.S.C.
ss. 101.  Payment of Debts.  Pay and discharge  when due, and before  subject to
penalty or further charge, and otherwise satisfy before maturity or delinquency,
all  obligations,  debts,  taxes,  and liabilities of whatever nature or amount,
except those which Borrower in good faith disputes. Reports and Proxies. Deliver
to Bank, promptly,  a copy of all financial  statements,  reports,  notices, and
proxy statements, sent by Borrower to stockholders,  and all regular or periodic
reports  required  to be  filed by  Borrower  with any  governmental  agency  or
authority. Other Financial Information.  Deliver promptly such other information
regarding the operation,  business affairs,  and financial condition of Borrower
which  Bank may  reasonably  request.  Non-Default  Certificate  From  Borrower.
Deliver to Bank, with the Financial  Statements  required  herein, a certificate
signed by Borrower,  if Borrower is an individual,  or by a principal  financial
officer  of  Borrower  warranting  that no  "Default  as  specified  in the Loan
Documents  nor any event  which,  upon the  giving of notice or lapse of time or
both,  would  constitute  such a Default,  has occurred.  Estoppel  Certificate.
Furnish,  within  15 days  after  request  by Bank,  a  written  statement  duly
acknowledged  of the amount due under the Loan and  whether  offsets or defenses
exist against the Obligations.

Negative  Covenants.  Borrower  agrees that from the date of this  Agreement and
until final  payment in full of the  Obligations,  unless  Bank shall  otherwise
consent  in  writing,   Borrower  will  not:   Default  on  Other  Contracts  or
Obligations.  Default on any material  contract with or obligation when due to a
third party or default in the  performance  of any  obligation  to a third party
incurred for money borrowed.  Judgment Entered. Permit the entry of any monetary
judgment or the assessment  against,  the filing of any tax lien against, or the
issuance of any writ of  garnishment  or  attachment  against any property of or
debts  due  Borrower  not  dismissed  or  bonded  within  30  days.   Government
Intervention.  Permit  the  assertion  or  making  of any  seizure,  vesting  or
intervention  by or under authority of any government by which the management of
Borrower or any  guarantor is  displaced of its  authority in the conduct of its
respective  business or its such business is curtailed or  materially  impaired.
Prepayment of Other Debt.  Retire any  long-term  debt entered into prior to the
date of this Agreement in advance of its legal obligation to do so other than in
connection  with  refinancing.  Retire or Repurchase  Capital  Stock.  Retire or
otherwise acquire any of its capital stock, except as permitted by waiver letter
from Bank to Borrower dated as of May 13, 1999  authorizing the repurchase of up
to  two  million  shares  of  capital  stock  under  Borrower's  existing  share
repurchase program.


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<PAGE>

Financial Covenants.  Borrower, on a consolidated Basis, agrees to the following
provisions from the date hereof until final payment in full of the  Obligations,
unless Bank shall  otherwise  consent in writing:  Adjusted  Tangible Net Worth.
Borrower  shall,  at all times,  on a consolidated  basis,  maintain an Adjusted
Tangible  Net Worth of not less than  $165,000,000.00.  "Adjusted  Tangible  Net
Worth" shall mean total assets minus Adjusted Total Liabilities. For purposes of
this  computation,  the aggregate  amount of any  intangible  assets of Borrower
including,  without  limitation,  goodwill,  affiliated  receivables  or  loans,
related receivables or loans, franchises,  licenses, patents,  trademarks, trade
names,  copyrights,  service marks,  and brand names,  shall be subtracted  from
total  assets.  "Adjusted  Total  Liabilities"  shall  mean all  liabilities  of
Borrower,  including capitalized leases and all reserves for deferred taxes, and
other deferred sums appearing on the liabilities side of a balance sheet and all
obligations  as lessee under  off-balance  sheet  synthetic  leases of Borrower,
excluding debt fully subordinated to Bank on terms and conditions  acceptable to
Bank, all in accordance with generally accepted accounting principles applied on
a consistent  basis.  Adjusted Total  Liabilities to Adjusted Tangible Net Worth
Ratio.  Borrower shall, at all times, on a consolidated basis,  maintain a ratio
of Adjusted Total  Liabilities  to Adjusted  Tangible Net Worth of not more than
2.50 to 1.00.  Liquidity  Requirement.  Borrower shall,  at all times,  maintain
unrestricted  cash and  unencumbered  timeshare  receivables  of not  less  than
$20,000,000.00 in the aggregate.  Deposit  Relationship.  Bluegreen  Corporation
shall maintain its primary depository account with Bank. Compliance Certificate.
Borrower  shall furnish Bank with a quarterly  covenant  compliance  certificate
demonstrating Borrower's compliance with the above Financial Covenants.

Annual Financial Statements. Bluegreen Corporation shall deliver to Bank, within
90 days  after the  close of each  fiscal  year,  audited  financial  statements
reflecting  its  operations   during  such  fiscal  year,   including,   without
limitation,  a balance  Sheets,  profit and loss statement and statement of cash
flows, with supporting schedules;  all on a consolidated and consolidating basis
and in  reasonable  detail,  prepared  in  conformity  with  generally  accepted
accounting principles,  applied on a basis consistent with that of the preceding
year. All such statements  shall be compiled by an independent  certified public
accountant  acceptable to Bank. The opinion of such independent certified public
accountant  shall not be acceptable to Bank if qualified due to any  limitations
in scope  imposed  by  Bluegreen  Corporation.  Any other  qualification  of the
opinion by the  accountant  shall  render  the  acceptability  of the  financial
statements subject to Bank's approval.

Periodic  Financial  Statements.  Bluegreen  Corporation  shall  deliver to Bank
unaudited  management-prepared quarterly financial statements including, without
limitation,  a balance  Sheets,  profit and loss statement and statement of cash
flows, with supporting  schedules,  as soon as available and in any event within
45 days  after the close of each  such  period;  all in  reasonable  detail  and
prepared in conformity with generally accepted accounting principles, applied on
a basis  consistent with that of the preceding  year.  Such statements  shall be
certified as to their correctness by a principal  financial officer of Bluegreen
Corporation  and in each case, if audited  statements  are required,  subject to
audit and year-end adjustments.

Attorneys' Fees.  Borrower shall pay all of Bank's reasonable  expenses incurred
to  enforce or  collect  any of the  Advances,  including,  without  limitation,
reasonable  arbitration,  attorneys'  and experts'  fees and  expenses,  whether
incurred  without the  commencement  of a suit,  in any trial,  arbitration,  or
administrative proceeding, or in any appellate or bankruptcy proceeding.

Waivers.  Except as  otherwise  permitted  in the Note or other Loan  Documents,
Borrower  hereby waives  presentment,  protest,  notice of dishonor,  demand for
payment,  notice of intention to accelerate maturity,  notice of acceleration of
maturity,  notice  of sale and all other  notices  of any kind  whatsoever.  Any
failure by Bank to exercise  any right  hereunder  shall not be  construed  as a
waiver of the right to exercise the same or any other right at any time.

Amendment and  Severability.  No amendment to or  modification of this Agreement
shall be binding upon Bank unless in writing and signed by it. If any  provision
of this  Agreement  shall be prohibited or invalid  under  applicable  law, such
provision  shall be  ineffective  but only to the extent of such  prohibition or
invalidity,  without  invalidating  the  remainder  of  such  provision  or  the
remaining provisions of this Agreement.


                                     Page 7
<PAGE>

Miscellaneous. This Agreement is fully assignable by Bank and all rights of Bank
thereunder  shall  inure to the  benefit of its  successors  and  assigns.  This
Agreement  shall be binding upon Borrower and its  successors  and assigns.  The
captions contained in this Agreement are inserted for convenience only and shall
not affect the meaning or interpretation of the Agreement.  This Agreement shall
be governed by and  interpreted  in accordance  with the laws of the state where
Bank's  office  as shown  herein is  located,  without  regard  to that  state's
conflict of laws principles.

Notices.  Any notices to Borrower shall be sufficiently given, if in writing and
mailed or delivered to the Borrower's address shown above (attention  Borrower's
Corporate General Counsel) or such other address as provided  hereunder,  and to
Bank, if in writing and mailed or delivered to Bank's office address shown above
or such other  address as Bank may specify in writing from time to time.  In the
event that Borrower changes Borrower's address at any time prior to the date the
Obligations are paid in full, Borrower agrees to promptly give written notice of
said  change  of  address  by  registered  or  certified  mail,  return  receipt
requested, all charges prepaid.

Conditions  Precedent.  All advances under the Note are subject to the following
conditions precedent: (a) Non-Default.  Borrower shall be in compliance with all
of the  terms  and  conditions  set  forth  herein  and an Event of  Default  as
specified  herein,  or an event which upon notice or lapse of time or both would
constitute such an Event of Default, shall not have occurred or be continuing at
the time of such Advance. (b) Borrowing Resolution. Bank shall have received all
certified resolutions  authorizing  borrowings by Borrower under this Agreement.
(c) Financial  Information  and  Documents.  Borrower shall deliver to Bank such
information  and  documents  as Bank may  request  from time to time,  including
without limitation,  financial statements,  information pertaining to Borrower's
financial    condition    and    additional    supporting     documents.     (d)
Purchase/Warehousing Facility. Borrower shall provide evidence to Bank regarding
availability under its then existing  purchase/warehousing facility in an amount
not less than that requested  advance plus the then  outstanding  balance of the
Loan.  (e)  Certificates  of Good  Standing.  Borrower  shall have  delivered  a
Certificate  of Good Standing for each Borrower (all dated within thirty days of
the date of this Agreement) issued by the respective Secretary of State.

Fourth  Amended and Restated Loan  Agreement.  This Fourth  Amended and Restated
Loan  Agreement,  amends,  replaces and  supercedes in its entirety that certain
Third  Amended  and  Restated  Loan  Agreement  dated as of December  30,  2003,
executed  by  Borrower  in favor of Bank (the  "Original  Loan  Agreement"),  as
modified by that certain First  Amendment  and  Ratification  of Loan  Agreement
dated as of March 31, 2004 (the "First  Amendment")  and as further  modified by
that certain Second  Amendment and  Ratification  of Loan Agreement  dated as of
August 9, 2004 (the "Second  Amendment").  Should there be any conflict  between
any of the terms of the Original Loan Agreement, the First Amendment, the Second
Amendment,  and the terms of this  Agreement,  the terms of this Agreement shall
control.

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


                                     Page 8
<PAGE>

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

                     [EXECUTIONS COMMENCE ON FOLLOWING PAGE]


                                     Page 9
<PAGE>

The parties  hereto have duly  executed  this  instrument  as of the date stated
above.

                          Wachovia Bank, National Association, successor
                          interest to First Union National Bank

                          By: __________________________________________________
                               Karen J. Leikert, Senior Vice President


                          Bluegreen Corporation, a Massachusetts corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 03-0300793


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

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Vice President
                              Taxpayer Identification Number: 65-0520217


                          Bluegreen Vacations Unlimited, Inc., a Florida
                          corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 65-0433722


                          Bluegreen Holding Corporation (Texas), a Delaware
                          corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 65-0796382


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

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 03-0315835


                                    Page 10
<PAGE>

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


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

CORPORATE                      By: _____________________________________________
SEAL                               John Chiste, Treasurer
                                   Taxpayer Identification Number: 65-0796380


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

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 03-0325365


                          Bluegreen Carolina Lands, LLC, a Delaware limited
                          liability company

                          By: Bluegreen Corporation, a Massachusetts
                              corporation, its Managing Member

CORPORATE                      By: _____________________________________________
SEAL                                John Chiste, Treasurer
                                    Taxpayer Identification Number: 65-0941345


                          Bluegreen Corporation of Tennessee, a Delaware
                          corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 03-0316460


                          Bluegreen Corporation of the Rockies, a Delaware
                          corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 65-0349373


                                    Page 11
<PAGE>

                          Bluegreen Properties of Virginia, Inc., a Delaware
                          corporation

CORPORATE                 By: _________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 52-1752664


                          Bluegreen Resorts International, Inc., a Delaware
                          corporation

CORPORATE                 By: _________________________________________________
SEAL                          John Chiste, Vice President
                              Taxpayer Identification Number: 65-0803615


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

CORPORATE                 By: _________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 62-1667685


                          Leisure Capital Corporation, a Vermont corporation

CORPORATE                 By: _________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 03-0327285


                          Bluegreen West Corporation, a Delaware corporation

CORPORATE                 By: _________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 59-3300205


                          BG/RDI Acquisition Corp., a Delaware corporation

CORPORATE                 By: _________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 65-0776572


                                    Page 12
<PAGE>

                          Bluegreen Corporation Great Lakes (WI), a Wisconsin
                          corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 36-3520208


                          Bluegreen Corporation of Canada, a Delaware
                          corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 03- 0311034


                          Bluegreen Golf Clubs, Inc., a Delaware corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 65-0912659


                          Bluegreen Interiors, LLC, a Delaware limited liability
                          company

                          By: Bluegreen Vacations Unlimited, Inc., a Florida
                              corporation, its Managing Member

CORPORATE                       By: ____________________________________________
SEAL                                  John Chiste, Treasurer
                                      Taxpayer Identification Number: 65-0929952


                          Bluegreen Southwest Land, Inc., a Delaware corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 65-0912249


                          New England Advertising Corp., a Vermont corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 03-0295158


                          South Florida Aviation, Inc., a Florida corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 65-0341038


                                    Page 13
<PAGE>

                          Winding River Realty, Inc., a North Carolina
                          corporation

CORPORATE                 By: ________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 56-20955309


                          Jordan Lake Preserve Corporation, a North Carolina
                          corporation

CORPORATE                 By: ________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 65-1038536


                          Leisure Communication Network, Inc., a Delaware
                          corporation

CORPORATE                 By: ________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 65-1049209


                          Managed Assets Corporation, a Delaware corporation

CORPORATE                 By: ________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 65-1079961


                          travelheads, inc., a Florida corporation

CORPORATE                 By: ________________________________________________
SEAL                          John Chiste, Vice President
                              Taxpayer Identification Number: 65-1129982


                          Encore Rewards, Inc., a Delaware corporation

CORPORATE                 By: ________________________________________________
SEAL                          John Chiste, Vice President
                              Taxpayer Identification Number: 65-1138973


                                    Page 14
<PAGE>

                          Leisurepath, Inc., a Florida corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Vice President
                              Taxpayer Identification Number: 03-0407452


                          BXG Realty, Inc., a Delaware corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 04-3693479


                          Mystic Shores Realty, Inc., a Texas corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 04-3678944


                          Brickshire Realty, Inc., a Virginia corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 01-0706966


                          Catawba Falls, LLC, a North Carolina limited liability
                          company

                          By: Bluegreen Corporation, a Massachusetts
                              corporation, its Managing Member

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 03-0466014


                          Preserve at Jordan Lake Realty, Inc., a North Carolina
                          corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 06-1638828


                                    Page 15
<PAGE>

                          Bluegreen Purchasing & Design, Inc., a Florida
                          corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 54-2064090


                          Great Vacation Destinations, Inc., a Florida
                          corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 51-0420655


                          Lake Ridge Realty, Inc., a Texas corporation

CORPORATE                 By: __________________________________________________
SEAL                          John Chiste, Treasurer
                              Taxpayer Identification Number: 55-0794661

                   [ACKNOWLEDGMENTS APPEAR ON FOLLOWING PAGE]


                                    Page 16
<PAGE>

State of Florida       )
                       ) SS:
County of __________   )

The foregoing  instrument was  acknowledged  before me this ___ day of December,
2004, by John Chiste,  as Treasurer of Bluegreen  Corporation,  a  Massachusetts
corporation,  the sole  managing  member of  Bluegreen  Carolina  Lands,  LLC, a
Delaware  limited  liability  company,  on  behalf  of the  corporation  and the
company.  He is  personally  known to me or has  produced  a  driver's  license,
passport or military identification, or other form of identification and did not
take an oath.


                                Print or Stamp Name: ______________________
                                Notary Public, State of Florida at Large
                                Commission No.: ___________________________

State of Florida       )
                       ) SS:
County of __________   )

The foregoing  instrument was  acknowledged  before me this ___ day of December,
2004, by John Chiste,  as Treasurer of Bluegreen  Corporation,  a  Massachusetts
corporation,  the sole managing  member of Catawba Falls,  LLC, a North Carolina
limited liability company,  on behalf of the corporation and the company.  He is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.


                                Print or Stamp Name: ______________________
                                Notary Public, State of Florida at Large
                                Commission No.: ___________________________

State of Florida       )
                       ) SS:
County of __________   )

The foregoing  instrument was  acknowledged  before me this ___ day of December,
2004, by John Chiste,  as Treasurer of Bluegreen  Vacations  Unlimited,  Inc., a
Florida  corporation,  the sole managing member of Bluegreen  Interiors,  LLC, a
Delaware  limited  liability  company,  on  behalf  of the  corporation  and the
company.  He is  personally  known to me or has  produced  a  driver's  license,
passport or military identification, or other form of identification and did not
take an oath.


                                Print or Stamp Name: ______________________
                                Notary Public, State of Florida at Large
                                Commission No.: ___________________________


                                    Page 17
<PAGE>

State of Florida       )
                       ) SS:
County of __________   )

The foregoing  instrument was  acknowledged  before me this ___ day of December,
2004, by John Chiste, as Treasurer of Bluegreen Southwest Land, Inc., a Delaware
corporation,  the sole  general  partner of  Bluegreen  Southwest  One,  L.P., a
Delaware limited partnership,  on behalf of the corporation and as an act of the
partnership.  He is personally  known to me or has produced a driver's  license,
passport or military identification, or other form of identification and did not
take an oath.


                                Print or Stamp Name: ______________________
                                Notary Public, State of Florida at Large
                                Commission No.: ___________________________

State of Florida       )
                       ) SS:
County of __________   )

The foregoing  instrument was  acknowledged  before me this ___ day of December,
2004, by John Chiste, as Vice President of Bluegreen Resorts Management, Inc., a
Delaware  corporation,  as Vice  President of Bluegreen  Resorts  International,
Inc., a Delaware corporation, as Vice President of travelheads,  inc., a Florida
corporation,  as Vice President of Encore Rewards, Inc., a Delaware corporation,
as Vice President of Leisurepath,  Inc., a Florida corporation,  as Treasurer of
Bluegreen Corporation,  a Massachusetts  corporation,  as Treasurer of Bluegreen
Vacations  Unlimited,  Inc.,  a Florida  corporation,  as Treasurer of Bluegreen
Holding Corporation (Texas), a Delaware corporation,  as Treasurer of Properties
of the Southwest  One, Inc., a Delaware  corporation,  as Treasurer of Bluegreen
Asset Management Corporation, a Delaware corporation,  as Treasurer of Bluegreen
Corporation  of  Tennessee,  a Delaware  corporation,  as Treasurer of Bluegreen
Corporation  of the Rockies,  a Delaware  corporation,  as Treasurer of Carolina
National Golf Club, Inc., a North Carolina corporation,  as Treasurer of Leisure
Capital  Corporation,  a Vermont  corporation,  as Treasurer  of Bluegreen  West
Corporation, a Delaware corporation, as Treasurer of BG/RDI Acquisition Corp., a
Delaware corporation,  as Treasurer of Bluegreen Corporation Great Lakes (WI), a
Wisconsin  corporation,  as  Treasurer  of Bluegreen  Corporation  of Canada,  a
Delaware  corporation,  as Treasurer of Bluegreen  Golf Clubs,  Inc., a Delaware
corporation,  as  Treasurer  of  Bluegreen  Southwest  Land,  Inc.,  a  Delaware
corporation,   as  Treasurer  of  New  England   Advertising  Corp.,  a  Vermont
corporation,   as  Treasurer  of  South  Florida   Aviation,   Inc.,  a  Florida
corporation,  as  Treasurer of Winding  River  Realty,  Inc.,  a North  Carolina
corporation,  as Treasurer of Jordan Lake Preserve Corporation, a North Carolina
corporation,  as Treasurer of Leisure  Communication  Network,  Inc., a Delaware
corporation, as Treasurer of Managed Assets Corporation, a Delaware corporation,
as Treasurer of BXG Realty, Inc., a Delaware corporation, as Treasurer of Mystic
Shores Realty,  Inc., a Texas  corporation,  as Treasurer of Brickshire  Realty,
Inc.,  a Virginia  corporation,  as Treasurer of Preserve at Jordan Lake Realty,
Inc., a North  Carolina  corporation,  as  Treasurer  of Bluegreen  Purchasing &
Design,   Inc.,  a  Florida   corporation,   as  Treasurer  of  Great   Vacation
Destinations,  Inc.,  a Florida  corporation,  and as  Treasurer  of Lake  Ridge
Realty,  Inc.,  a Florida  corporation,  on behalf  of each  corporation.  He is
personally known to me or has produced a driver's license,  passport or military
identification, or other form of identification and did not take an oath.


                                Print or Stamp Name: ______________________
                                Notary Public, State of Florida at Large
                                Commission No.: ___________________________


                                    Page 18
<PAGE>

State of Florida       )
                       ) SS:
County of __________   )

The foregoing  instrument was  acknowledged  before me this ___ day of December,
2004, by Karen J. Leikert,  as Senior Vice President of Wachovia Bank,  National
Association,  on  behalf  of the  bank.  She is  personally  known  to me or has
produced a driver's license, passport or military identification,  or other form
of identification and did not take an oath.


                                Print or Stamp Name: ______________________
                                Notary Public, State of Florida at Large
                                Commission No.: ___________________________
                                My Commission Expires: ____________________


                                    Page 19