Exhibit 10.169
                                                                  --------------

                          SECOND MODIFICATION AGREEMENT
                          -----------------------------

                    (Receivables Loan and Security Agreement)

      THIS  SECOND  MODIFICATION   AGREEMENT   (Receivables  Loan  and  Security
Agreement) ("Second  Modification  Agreement"),  dated to be effective as of the
15th day of September,  2004 ("Effective  Date"), is entered into by and between
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
RESIDENTIAL FUNDING CORPORATION,  a Delaware corporation ("Lender") with respect
to the Loan Documents defined below.

                                R E C I T A L S:

      A. Bluegreen, BVI and Big Cedar (collectively,  "Borrower") and Lender are
parties to that  certain Loan and  Security  Agreement  dated as of February 10,
2003 as amended by a  Modification  Agreement  dated as of  September  10,  2003
(collectively,  "Loan  Agreement"),  pursuant to which  Lender  agreed to make a
revolving  receivables  loan to Borrower on the terms and  conditions  set forth
therein in a maximum  principal  amount of $75,000,000  ("Loan").  The documents
executed in connection with the Loan are  collectively  referred to as the "Loan
Documents."

      B.  During  the summer of 2004,  Borrower  requested  and Lender  approved
certain  changes  to the  Loan  and to the AD&C  Loan  (as  defined  in the Loan
Agreement),  including without limitation an extension to the advance period for
both  loans.  On  September  15,  2004,  Borrower  and Lender  executed a Second
Modification  Agreement (AD&C Loan Agreement) ("AD&C  Amendment") making certain
changes to the AD&C Loan  including,  without  limitation,  an  extension of the
Approval Period Termination Date (as defined in the AD&C Amendment) to September
15, 2006. A  corresponding  amendment to the Loan,  amending the Advance  Period
under the Loan Agreement to September 15, 2006, was not executed concurrent with
the AD&C Amendment  because the Borrower  requested  additional time to evaluate
the need for a pre-sales  line of credit and the parties  desired to make all of
the applicable changes to the Loan in one document.

      C. The parties now desire to extend the Advance  Period  under the Loan to
run concurrent  with the Approval  Period  Termination  Date under the AD&C Loan
without making any additional  changes to the Loan or the Loan Agreement at this
time. To maintain  consistency in the documentation,  the parties have agreed to
make the effective  date of this Second  Modification  Agreement the same as the
effective date of the AD&C Amendment.  As such,  Lender is willing to extend the
termination  date of the Approval  Period under the Loan to September  15, 2006,
subject to the terms and conditions herein.

      D.  All  of  the  documents   executed  in  connection  with  this  Second
Modification Agreement, inclusive of the Second Modification Agreement, shall be
referred to herein as the

<PAGE>

"Modification Documents."

                               A G R E E M E N T:

      NOW THEREFORE,  in consideration of the foregoing  premises and the mutual
covenants  hereinafter  stated,  and for good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:

1. Acknowledgement of Existing Indebtedness.
   -----------------------------------------

      1.1 Borrower  acknowledges  that it is truly and justly indebted to Lender
in the amount of the  outstanding  loan  balance,  plus all  accrued  and unpaid
interest on the Loan and all other costs,  fees and expenses that are, under the
Loan Agreement or the other Loan Documents, properly chargeable to Borrower.

      1.2  Borrower  acknowledges  that,  as of the date  hereof,  it has (i) no
defense, counterclaim,  offsets, cross-complaint,  claim or demand of any nature
whatsoever  which  can be  asserted  as a basis to seek  affirmative  relief  or
damages from Lender or to reduce or eliminate  all or any part of its  liability
to repay the Loan,  and (ii) no other claim  against  Lender with respect to any
aspect of the transactions in respect of which the Loan was made.

2. Modification to Loan Documents.
   -------------------------------

      2.1 Modification of Loan Agreement:  As material  inducements to Lender to
enter  into this  Second  Modification  Agreement,  and  acknowledging  Lender's
reliance upon such  inducements,  the parties  agree that the Loan  Agreement is
amended in the following respects:

            (a) The  definition  of the term  "A&D  Loan" is hereby  amended  by
      deleting such definition in its entirety and replacing and substituting in
      lieu thereof the following:

                  "A&D Loan" means the revolving  acquisition,  development  and
                  construction  loan made by Lender to Borrower's  Affiliates in
                  the maximum  principal  amount of $75,000,000  pursuant to the
                  terms and conditions of the A&D Loan Agreement.

            (b) The definition of the term "Advance Period" is hereby amended by
      deleting such definition in its entirety and replacing and substituting in
      lieu thereof the following:

                  "Advance Period" means the period  commencing on the Effective
                  Date of this Second  Modification  Agreement and ending on the
                  close of the Business Day (or if not a Business Day, the first
                  Business Day  thereafter) on the date following 24 months from
                  the Effective Date of this Second Modification Agreement (i.e.
                  September 15, 2006).

      2.2 Modification of Other Loan Documents.  Without limiting Lender's right
to require  that all other Loan  Documents  be  expressly  amended by a separate
instrument in order to


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<PAGE>

effect  the  intent  of this  Second  Modification  Agreement,  all of the  Loan
Documents  are hereby  deemed to be amended to include this Second  Modification
Agreement and the other Modification Documents.

3. Fees, Costs and Expenses.
   -------------------------

      Borrower  agrees  to pay to  Lender  all  reasonable  costs  and  expenses
incurred by Lender in connection with this Second Modification Agreement and the
other  modification  of  the  Loan  Documents,  including,  without  limitation,
attorneys'  fees and  expenses  incurred.  Such  legal fees and  expenses  shall
include, without limitation,  the costs associated with this Second Modification
Agreement.  Borrower agrees to pay such costs and expenses to Lender immediately
upon the execution of this Second Modification Agreement.

4.  Reaffirmation of Existing Security  Interests.  Borrower hereby confirms and
agrees  that  Lender's  security  interest in all of the  collateral  previously
pledged to Lender  pursuant to the Loan  Documents  shall continue to secure the
payment and performance of all of Borrower's  Obligations to Lender, as modified
by this Second Modification Agreement.

5.   Representations,   Warranties  And  Agreements  Of  Borrower.  As  material
inducements  to Lender to enter into this  Second  Modification  Agreement,  and
acknowledging  Lender's reliance upon the truth and accuracy  thereof,  Borrower
represents, warrants, acknowledges and agrees that:

      5.1 The recitals set forth above are true and correct.

      5.2 All financial statements and other information  delivered to Lender by
or on  behalf of any  Borrower  in  connection  with  this  Second  Modification
Agreement  were true and correct as of the respective  dates  thereof,  and that
Borrower's  financial  condition has not adversely and materially  altered as of
the date of this Second Modification Agreement from that presented by the latest
such financial statements and other information provided to Lender.

      5.3 As of the date hereof, no Event of Default or Incipient Default exists
with respect to the Loan Documents.

      5.4 As of the  date  hereof,  no  Borrower  is the  subject  of a  pending
bankruptcy  proceeding  and no  Borrower is aware of any  threatened  bankruptcy
proceeding against any Borrower.

      5.5 There are no  proceedings  pending or threatened  against or affecting
any Borrower in any court,  before any  governmental  authority,  or arbitration
board or tribunal which may now or in the future materially adversely affect any
Borrower.

      5.6  All of the  representations  and  warranties  contained  in the  Loan
Agreement  and the other  Loan  Documents  are true and  correct  as of the date
hereof and are hereby reaffirmed and ratified.

      5.7 This Second  Modification  Agreement and any documents and instruments


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<PAGE>

executed in connection herewith have been authorized by all necessary action and
when executed will be the legal, valid and binding obligations of each Borrower.

      5.8 Each  Borrower's  execution,  delivery and  performance of this Second
Modification  Agreement  does  not and  will  not (i)  violate  any  law,  rule,
regulation or court order to which such Borrower is subject,  (ii) conflict with
or result in a breach of the articles of formation, bylaws, operating agreement,
partnership  agreement  or other  formation  document  of such  Borrower  or any
agreement  or  instrument  to which  such  Borrower  is a party or by which  its
properties are bound, or (iii) result in the creation or imposition of any lien,
security  interest or encumbrance on any property of such Borrower,  whether now
owned or hereafter acquired, other than liens in favor of Lender.

      5.9 Each  Borrower  acknowledges  that such  Borrower has  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  Second
Modification  Agreement.  This Second Modification  Agreement shall be construed
without regard to any presumption or rule requiring that it be construed against
the party  causing this Second  Modification  Agreement or any part hereof to be
drafted.

      5.10 All terms,  conditions  and  provisions  of the Loan  Agreement,  the
applicable  promissory note and the other Loan Documents are hereby  reaffirmed,
ratified and continued in full force and effect and shall remain  unaffected and
unchanged except as specifically amended hereby.

6.  Conditions  Precedent To  Effectiveness.  The  effectiveness  of this Second
Modification  Agreement is subject to the full and complete satisfaction of each
and every one of the following conditions precedent:

      6.1 Lender shall have received  this Second  Modification  Agreement  duly
executed and in form and substance acceptable to Lender.

      6.2 Lender  shall have  received  from  Borrower any amounts due to Lender
pursuant to Section 3 of this Second Modification Agreement.

7. Miscellaneous Terms.
   --------------------

      7.1 Complete Agreement. Notwithstanding anything to the contrary contained
herein or in any other  instrument  executed by the parties and  notwithstanding
any other  action or  conduct  undertaken  by the  parties on or before the date
hereof,  the  agreements,   covenants  and  provisions  contained  herein  shall
constitute the only evidence of Lender's  agreement to modify the Loan Agreement
and the other Loan Documents.  Accordingly, no express or implied consent to any
further modifications shall be inferred or implied by Lender's execution of this
Second Modification  Agreement.  The Loan Agreement and this Second Modification
Agreement,  together  with the  other  Loan  Documents,  constitute  the  entire
agreement and  understanding  among the parties  relating to the subject  matter
hereof,  and  supersedes  all  prior  proposals,  negotiations,  agreements  and
understandings  relating to such subject  matter.  In entering  into this Second
Modification  Agreement,  each  Borrower  acknowledges  that it is relying on no
statement,


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<PAGE>

representation,  warranty,  covenant or agreement of any kind made by the Lender
or any employee or agent of the Lender,  except for the agreements of Lender set
forth herein.

      7.2 No Waiver.  Lender's execution of this Second  Modification  Agreement
shall not  constitute a waiver  (either  express or implied) of the  requirement
that  any  further  modification  of the Loan  Agreement  or of any  other  Loan
Document shall require the express written approval of Lender.  No such approval
(either express or implied) has been given as of the date hereof.

      7.3 Full Force and Effect;  Conflict. Other than as specifically set forth
herein,  the remaining  terms of the Loan Agreement and the other Loan Documents
shall remain in full force and effect.  Notwithstanding anything to the contrary
contained in the Loan Agreement or the other Loan  Documents,  in the event of a
conflict  between the terms of this Second  Modification  Agreement  (on the one
hand) and the Loan  Agreement or other Loan  Documents (on the other hand),  the
terms of this Second Modification Agreement shall control.  Nothing contained in
this Second  Modification  Agreement  is intended  to or shall be  construed  as
relieving  any person or  entity,  whether a party to this  Second  Modification
Agreement or not, of any of such person's or entity's obligations to Lender.

      7.4 Successors and Assigns. The Loan Documents as modified herein shall be
binding  upon and shall  inure to the  benefit of each  Borrower  and Lender and
their successors and assigns and the executors,  legal administrators,  personal
representatives,  heirs, devisees, and beneficiaries of each Borrower, provided,
however,  no  Borrower  may  assign  any of its  rights or  delegate  any of its
obligations under the Loan Documents and any purported  assignment or delegation
shall be void.

      7.5  Severability.  If any one or more of the provisions of a Modification
Document is held to be invalid,  illegal or  unenforceable in any respect or for
any reason  (all of which  invalidating  laws are waived to the  fullest  extent
possible),  the validity,  legality and enforceability of any remaining portions
of such provision(s) in every other respect and of the remaining provision(s) of
such Modification Document shall not be in any respect impaired. In lieu of each
such unenforceable  provision,  there shall be added  automatically as a part of
such Modification  Document a provision that is legal, valid and enforceable and
is as similar in terms to such unenforceable provisions as may be possible.

      7.6  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together  shall  constitute one and the same  document.  Signature  pages may be
detached  from the  counterparts  and  attached  to a single copy of this Second
Modification Agreement to physically form one document.

                         [Signatures on Following Page]


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<PAGE>

DATED as of the date first above stated.

                                        BORROWER:

                                        BLUEGREEN CORPORATION, a
                                        Massachusetts corporation

                                        By: ____________________________________
                                        Printed Name: __________________________
                                        Title: _________________________________


                                        BLUEGREEN VACATIONS UNLIMITED, INC.
                                        a Florida corporation

                                        By: ____________________________________
                                        Printed Name: __________________________
                                        Title: _________________________________


                                        BLUEGREEN/BIG CEDAR VACATIONS, LLC.
                                        a Delaware limited liability company

                                        By: ____________________________________
                                        Printed Name: __________________________
                                        Title: _________________________________


                                        LENDER

                                        RESIDENTIAL FUNDING CORPORATION,
                                        a Delaware corporation

                                        By _____________________________________
                                        Print Name: Jeff Owings
                                        Its:  Managing Director