Exhibit 10.151

                            REVOLVING PROMISSORY NOTE

                                                              __________________
$50,000,000.00                                                  January 10, 2005

      FOR  VALUE  RECEIVED,  BLUEGREEN  VACATIONS  UNLIMITED,  INC.,  a  Florida
corporation ("Borrower"), promises unconditionally to pay to the order of RESORT
FINANCE LLC, a Massachusetts  limited  liability company  ("Holder"),  in lawful
money of the United  States of America,  in  immediately  available  funds,  the
principal  sum of Fifty  Million  and No/100  Dollars  ($50,000,000.00),  or the
portion of such principal amount  outstanding  from time to time,  together with
interest on such unpaid principal balance, as more fully provided below.

      This  Revolving  Promissory  Note (this "Note") is executed  pursuant to a
Loan  Agreement  dated as of even date  herewith  between  Borrower  and  Holder
(together with any and all extensions,  renewals, modifications and restatements
thereof,  the  "Loan  Agreement")  and  evidences  advances  under  a  revolving
acquisition, development and construction loan (the "Loan").

Section 1 Definitions

      As used herein,  the term  "Holder"  shall mean Holder and any  subsequent
holder of this  Note,  whichever  is  applicable  from  time to time.  Initially
capitalized  terms used herein  without  definition  shall have the meanings set
forth in the Loan  Agreement.  The Loan Agreement and all other documents now or
hereafter  executed in  connection  with the Loan are  collectively  referred to
herein as the "Loan Documents."

Section 2 Interest

      (a) Except as otherwise  provided  herein,  interest shall be computed and
shall  accrue at a variable  interest  rate per annum  equal to LIBOR plus 3.90%
with a floor rate of 6.90%,  adjusted  monthly on the first Business Day of each
calendar month. As used herein,  "LIBOR" means the average of interbank  offered
rates for 30-day  dollar  deposits in the London  market based on  quotations of
five major banks, as published from time to time in The Wall Street Journal.  In
the event  that The Wall  Street  Journal  ceases to be  published  or ceases to
publish such a  compilation  of interbank  offered  rates,  the Borrower and the
Lender will agree on a substitute  source and method of determining the interest
rate generally known as the one-month (or 30-day) LIBOR rate.

      (b) Interest shall be computed on the outstanding principal balance of the
Loan 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.

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Section 3 Principal and Interest Payments

      (a) Borrower shall make the principal  payments required by Section 2.8 of
the Loan Agreement.

      (b) On or before the 5th Business Day of each month,  commencing  with the
first  month after the Holder has made a  disbursement  pursuant to the terms of
the Loan Agreement,  the Holder shall send to Borrower a statement setting forth
the  amount of  interest  due for the  previous  month.  Borrower  shall pay the
interest  due for the previous  month on or before the 15th  calendar day of the
month in which it has received the Holder's statement of interest due.

      (c) If any payment of interest or principal  to be made by Borrower  shall
become due on a day other than a Business  Day, such payment will be made on the
next  succeeding  Business  Day and such  extension of time shall be included in
computing any interest with respect to such payment.

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 48 months  after the date of this Note,  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.

Section 5 Prepayment

      Except as provided in the Loan  Agreement,  Borrower shall have the option
to prepay a Project Loan in full or in part upon 30 days prior written notice to
the  Holder.  No  Prepayment  Premium or other  penalty  shall be  required  for
prepayments of any Project Loan.

Section 6 Manner of Payment

      Principal and interest are payable in lawful money of the United States of
America.  Payments shall be made in the manner prescribed in Section 2.11 of the
Loan  Agreement or in accordance  with such other  instructions  that Holder may
from time to time designate in writing.

Section 7 Applications of Payments; Late Charges

      (a)  Payments  received by Holder  pursuant to the terms  hereof  shall be
applied in the manner required by Section 2.12 of the Loan Agreement.

      (b) If any  installment of interest and/or the payment of principal is not
received by Holder within 5 Business  Days after the due date  thereof,  then in
addition to the remedies  conferred upon Holder pursuant to Section 8 hereof and
the other Loan Documents,  the Holder


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may elect to assess a late charge of 4% of the amount of the installment due and
unpaid,  which  such  late  charge  will be added to the  delinquent  amount  to
compensate  Holder for the expense of handling  the  delinquency.  Borrower  and
Holder  agree  that  such  late  charge  represents  a good  faith  and fair and
reasonable estimate of the probable cost to Holder of such delinquency. Borrower
acknowledges  that  during the time that any such  amount  shall be in  default,
Holder will incur losses which are  impracticable,  costly and  inconvenient  to
ascertain and that such late charge  represents a reasonable sum considering all
of the  circumstances  existing  on the date of the  execution  of this Note and
represents  a reasonable  estimate of the losses  Holder will incur by reason of
late  payment.  Borrower  further  agrees that proof of actual  losses  would be
costly,  inconvenient,  impracticable and extremely difficult to fix. Acceptance
of such late charge shall not constitute a waiver of the default with respect to
the overdue installment, and shall not prevent Holder from exercising any of the
other rights and remedies available hereunder.

Section 8 Remedies

      Upon the  occurrence of an Event of Default and without  demand or notice,
Holder shall have the option to declare the entire balance of principal together
with all accrued  interest  thereon  immediately due and payable and to exercise
all rights and remedies  available to it under the Loan  Agreement and all other
Loan Documents.  Upon the occurrence of an Event of Default (and so long as such
Event of Default shall continue),  the entire balance of principal together with
all accrued  interest  thereon  shall bear interest at the Interest Rate plus 2%
(the  "Default  Rate").  No delay or  omission  on the part of Holder  hereof in
exercising  any right under this Note or under any of the Loan  Documents  shall
operate as a waiver of such right. The application of the Default Rate shall not
be  interpreted  or  deemed  to  extend  any cure  period  set forth in any Loan
Document or  otherwise  limit in any way any of Holder's  remedies  hereunder or
thereunder.

Section 9 Waiver

      Except as otherwise provided in the Loan Documents, Borrower hereby waives
diligence,  presentment,  protest and demand,  notice of protest,  dishonor  and
nonpayment of this Note and expressly agrees that,  without in any way affecting
the liability of Borrower hereunder,  Holder may extend the Maturity Date or the
time for payment of any installment due hereunder,  accept security, release any
party liable  hereunder and release any security  hereafter  securing this Note.
Borrower further waives, to the full extent permitted by law, the right to plead
any and all statutes of limitations as a defense to any demand on this Note, any
other  Loan  Document  or on any  Deed of  Trust,  security  agreement  or other
agreement now or hereafter securing this Note.

Section 10 Attorneys' Fees

      If this  Note is not paid  when due or if any  Event  of  Default  occurs,
Borrower promises to pay all costs of enforcement and collection, including, but
not limited to, Holder's  reasonable  attorneys' fees, whether or not any action
or proceeding is brought to enforce the provisions  hereof,  including,  without
limitation,  any  action  or  proceeding  in  connection  with  any  bankruptcy,
insolvency, liquidation, reorganization, moratorium or other similar proceeding.


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Section 11 Severability

      Every provision of this Note is intended to be severable. In the event any
term or provision hereof is declared by a court of competent  jurisdiction to be
illegal or invalid for any reason  whatsoever,  such  illegality  or  invalidity
shall not affect the balance of the terms and provisions hereof, which terms and
provisions shall remain binding and enforceable.

Section 12 Interest Rate Limitation

      The  provisions  of this  Note,  the Loan  Agreement  and the  other  Loan
Documents  are  hereby  expressly  limited  so that in no  contingency  or event
whatever  shall the  amount  paid or  agreed  to be paid to Holder  for the use,
forbearance  or detention of the sums  evidenced by this Note exceed the maximum
amount  permissible under applicable law. If from any circumstance  whatever the
performance  or fulfillment of any provision of this Note, the Loan Agreement or
of any other Loan Document  should  involve or purport to require any payment in
excess of the limit  prescribed by law,  then the  obligation to be performed or
fulfilled is hereby reduced to the limit of such validity. In addition, if, from
any  circumstance  whatever,  Holder  should ever  receive as interest an amount
which would exceed the highest lawful rate under applicable law, then the amount
which would be excessive  interest shall be applied as an optional  reduction of
principal  in  accordance  with the  terms  of  Section  3 of this  Note and the
provisions  of the Loan  Agreement  (or,  at  Holder's  option,  be paid over to
Borrower), and will not be counted as interest.

Section 13 Headings

      Headings  at the  beginning  of each  numbered  section  of this  Note are
intended  solely for  convenience  and are not to be deemed or construed to be a
part of this Note.

Section 14 Time is of the Essence

      Time is of the essence with respect to all obligations under this Note.

Section 15 Successors

      All of the rights,  privileges and  obligations  hereof shall inure to the
benefit of and shall be binding upon Lender and Borrower and any  successors and
permitted assigns, if applicable.

Section 16 Governing Law

      THIS  AGREEMENT AND THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES UNDER THIS
AGREEMENT  SHALL BE GOVERNED BY, AND  CONSTRUED  AND  INTERPRETED  IN ACCORDANCE
WITH,  THE LAW OF THE  STATE OF NEW YORK  WITHOUT  REGARD  TO  CONFLICT  OF LAWS
PRINCIPLES.


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Section 17 Forum Selection

      EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY:

      SUBMITS  FOR ITSELF AND ITS  PROPERTY  IN ANY LEGAL  ACTION OR  PROCEEDING
RELATING  TO THIS  AGREEMENT  TO  WHICH IT IS A PARTY,  OR FOR  RECOGNITION  AND
ENFORCEMENT OF ANY JUDGMENT IN RESPECT  THEREOF,  TO THE  NON-EXCLUSIVE  GENERAL
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN MANHATTAN AND THE
UNITED  STATES OF AMERICA FOR THE SOUTHERN  DISTRICT OF NEW YORK,  AND APPELLATE
COURTS FROM ANY THEREOF;

      CONSENTS THAT ANY SUCH ACTION OR PROCEEDING  MAY BE BROUGHT IN SUCH COURTS
AND WAIVES ANY OBJECTION  THAT IT MAY NOW OR HEREAFTER  HAVE TO THE VENUE OF ANY
SUCH ACTION OR  PROCEEDING  IN ANY SUCH COURT OR THAT SUCH ACTION OR  PROCEEDING
WAS BROUGHT IN AN INCONVENIENT  COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;
AND

      AGREES THAT NOTHING  HEREIN  SHALL  AFFECT THE RIGHT TO EFFECT  SERVICE OF
PROCESS IN ANY OTHER MANNER  PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN
ANY OTHER JURISDICTION.

      [Remainder of Page Intentionally Left Blank, Signature on Next Page]


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      IN  WITNESS  WHEREOF,  the  undersigned  has  caused  this Note to be duly
executed and delivered as of the date first set forth above.

                                         BORROWER:

                                         BLUEGREEN VACATIONS UNLIMITED, INC.,
                                         a Florida corporation


                                         By:____________________________________
                                         Printed Name:__________________________
                                         Its:___________________________________

                                          Federal ID #:_________________________