Exhibit 10.118
                                                                  Execution Copy

                        BXG RECEIVABLES NOTE TRUST 2004-C
                 TIMESHARE LOAN BACKED VFN NOTES, SERIES 2004-C
             Timeshare Loan-Backed VFN Notes, Series 2004-C, Class A
             Timeshare Loan-Backed VFN Notes, Series 2004-C, Class B
             Timeshare Loan-Backed VFN Notes, Series 2004-C, Class C
             Timeshare Loan-Backed VFN Notes, Series 2004-C, Class D

                       NOTE PURCHASE COMMITMENT AGREEMENT

                                                          as of December 1, 2004

New York Life Insurance Company
51 Madison Avenue
New York, NY 10010

Ladies and Gentlemen:

            Section 1.  Introduction.  On the date hereof,  (a) BXG  Receivables
Note Trust 2004-C (the "Issuer"),  a Delaware  statutory  trust, has issued four
classes of variable funding notes  designated as its "Timeshare  Loan-Backed VFN
Notes, Series 2004-C, Class A", "Timeshare Loan-Backed VFN Notes, Series 2004-C,
Class  B",  "Timeshare  Loan-Backed  VFN  Notes,  Series  2004-C,  Class  C" and
"Timeshare  Loan-Backed VFN Notes,  Series 2004-C,  Class D" (collectively,  the
"Notes") pursuant to that certain indenture (the "Indenture"), dated as December
1, 2004, by and among the Issuer, the Bluegreen  Corporation  ("Bluegreen"),  as
servicer,  Vacation Trust, Inc., as club trustee, Concord Servicing Corporation,
as backup servicer, U.S. Bank National Association, as indenture trustee and the
Branch  Banking  and Trust  Company,  as agent (the  "Agent"),  (b) the  Issuer,
Bluegreen, as seller and servicer, Bluegreen Receivables Finance Corporation IX,
as depositor,  the Agent and each Purchaser (as defined below) have entered into
a note funding agreement (the "Note Funding Agreement"), dated as of December 1,
2004,  pursuant to which each party (each,  a  "Purchaser")  executing a joinder
supplement  (a  "Joinder  Supplement")  or a transfer  supplement  (a  "Transfer
Supplement")  agree to acquire  its  interest in the Notes and, in the case of a
purchaser  that is a party to a  Joinder  Supplement,  commit  to the  making of
advances  to the  Issuer  from  time to time  pursuant  to the terms of the Note
Funding  Agreement,  and (c) Legacy Capital Company,  LLC (the "Transferor") has
entered into a Joinder Supplement pursuant to which it has acquired its interest
in each  Class  of Notes  and  has,  subject  to the  terms of the Note  Funding
Agreement, committed to make advances to the Issuer.

      On the date hereof, the Transferor has not made any advances to the Issuer
and the note principal  balance ("Note Balance") of each Class of Notes is equal
to $0. All Classes of Notes are registered in the name of the Agent, as agent of
the Purchasers.

      In accordance with the Note Funding Agreement and the Indenture,  the Note
Rates for interests in Notes acquired by a Non-Committed Purchaser will be based
on LIBOR  (except in

<PAGE>

the limited circumstances  described in the definition of "Alternate Rate") plus
the related  Note Rate  Spread.  Capitalized  terms used but not defined  herein
shall have the meanings specified in the Note Funding Agreement.

            Section 2. Purchase.

                  (a) Subject to the  satisfaction  of the conditions  precedent
      specified in Section 3 hereof,  the New York Life  Insurance  Company (the
      "Transferee") irrevocably agrees to (1) purchase from the Transferor,  (x)
      no later  than April 5, 2005,  a portion  of its  interest  in one or more
      Classes of Notes  corresponding  to a portion of an aggregate Note Balance
      of up to $25,000,000  together with all rights of the Transferor under the
      Note  Funding  Agreement  related  thereto,  and (y) no later than July 5,
      2005,  a  portion  of its  interest  in  one  or  more  Classes  of  Notes
      corresponding  to a portion  of an  aggregate  Note  Balance  of up to the
      difference  between  $40,000,000  and the amount  purchased  in clause (x)
      together  with  all  rights  of the  Transferor  under  the  Note  Funding
      Agreement  related  thereto,  (in the  case  of  clauses  (x) or (y),  the
      "Transferred  Notes"),  at a purchase price equal to 100% of the aggregate
      Note Balance of the related  Transferred  Notes,  plus accrued interest at
      the Note Rate  payable to the  Transferor  (as the  Structured  Purchaser)
      through but excluding the date of transfer  (excluding  Breakage Costs, if
      any,  which  shall be the  obligation  of the  Issuer to be paid under the
      Indenture on the next Payment Date) (the "Purchase Price"), (2) enter into
      Transfer Supplements  substantially in the form attached hereto as Exhibit
      A whereby the Transferee  shall become a Purchaser  under the Note Funding
      Agreement and (3) execute an investment  letter attached hereto as Exhibit
      B. The anticipated Transferred Notes are described on Exhibit C hereto.

                  (b)  Payment  of the  Purchase  Price  shall  be  made  by the
      Transferee in Federal (same day) funds by wire transfer to an account at a
      bank acceptable to the Transferor and designated by the Transferor by 1:00
      p.m., New York City time.

                  (c) The parties hereto  acknowledge and agree that pursuant to
      the Note Funding Agreement, each Class of Notes shall be registered in the
      name of the Agent,  as nominee of the Purchasers;  therefore,  no physical
      notes will be delivered by the Transferee to the Transferor.

            Section  3.  Conditions  of  the   Transferee's   Obligations.   The
obligations of Transferee pursuant to Section 2(a) hereof will be subject to the
following:

                  (a) the  Transferee  receiving  evidence  that the (i) Class A
      Notes,  Class B Notes, Class C Notes and Class D Notes shall have received
      a rating of "AAA", "AA", "A" and "BBB+", respectively,  from S&P, and (ii)
      none of such ratings shall have been rescinded.  The Transferee may in its
      sole discretion waive compliance with the foregoing;

                  (b)  satisfaction  of the  conditions  precedent  specified in
      Sections 3.3 of the Note Funding Agreement.

                  (c) the  Agent  shall  have,  8  Business  Days  prior  to the
      purchase date,  delivered to the Transferee a collateral tape showing that
      the Timeshare Loans securing

<PAGE>

      the Notes  were  Eligible  Timeshare  Loans as of the date such  Timeshare
      Loans were sold to the Issuer.

            Section 4. Limited Obligation of Transferor. The Transferor makes no
representation  or warranty of any kind to the  Transferee in this Agreement and
this  Agreement  shall  not  impose  or give  rise  to any  duty,  liability  or
obligation  of any  kind  on the  part of the  Transferor  except  to  sell  the
Transferred Notes to the Transferee upon receipt in full of the Purchase Price.

            Section 5. Severability Clause. Any part, provision, representation,
or  warranty  of this  Agreement  which is  prohibited  or is held to be void or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof.

            Section 6. Notices. All communications  hereunder will be in writing
and, (A) if sent to the Transferee will be mailed,  delivered or telegraphed and
confirmed to the  Transferee,  at New York Life  Insurance  Company,  51 Madison
Avenue, New York, New York 10010,  Attention:  Ed Fitzgerald;  or (B) if sent to
the Transferor,  will be mailed, delivered or telegraphed and confirmed to it at
Legacy Capital Company,  LLC, c/o The Liberty Hampshire  Company,  LLC, 227 West
Monroe Street, Suite 4000, Chicago,  Illinois 60606, with a copy to the Agent at
Branch  Banking  and  Trust  Company,   200  West  Second  Street,  16th  Floor,
Winston-Salem, North Carolina 27101, Attention: Alan Staggers.

            Section 7.  Successors.  This Agreement will inure to the benefit of
and be binding upon the parties  hereto and their  respective  successors and to
all  related  controlling  persons,  and no other  person will have any right or
obligation  hereunder.  The Transferee may not assign this Agreement without the
written consent of the Transferor.

            Section 8.  Applicable  Law. THIS  AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  WITHOUT REGARD
TO ITS  CONFLICT OF LAW  PROVISIONS.  The parties  hereto  hereby  submit to the
non-exclusive  jurisdiction  of the Federal  and state  courts in the Borough of
Manhattan  in The City of New York in any suit or  proceeding  arising out of or
relating to this Agreement or the transactions contemplated hereby.

            Section 9. Counterparts, Etc. This Agreement supersedes all prior or
contemporaneous  agreements  and  understandings  relating to the subject matter
hereof  between the parties  hereto.  Neither this Agreement nor any term hereof
may be changed,  waived,  discharged or terminated except by a writing signed by
the  party  against  whom  enforcement  of such  change,  waiver,  discharge  or
termination  is  sought.   This  Agreement  may  be  signed  in  any  number  of
counterparts  each of which shall be deemed an  original,  which taken  together
shall constitute one and the same instrument.

            Section 10. No Bankruptcy  Petition Against the Transferor.  Each of
the parties to this  Agreement  hereby  covenants and agrees that,  prior to the
date which is one year and one day after the payment in full of all  outstanding
indebtedness  for  borrowed  money  of the  Transferor,  it will  not  institute
against,  or join any other Person in  instituting  against,  the

<PAGE>

Transferor   any   bankruptcy,   reorganization,   arrangement,   insolvency  or
liquidation proceedings or other similar proceeding under the Laws of the United
States or any  state of the  United  States.  The  agreements  set forth in this
Section 10 and the parties'  respective  obligations under this Section 10 shall
survive the termination of this Agreement.

            Section 11. Limited Recourse  Against the Transferor.  Each party to
this Agreement hereby  acknowledges  and agrees that all  transactions  with the
Transferor  hereunder or in connection herewith shall be without recourse of any
kind to the Transferor. Each party hereto agrees that no liability or obligation
of the Transferor hereunder for fees, expenses or indemnities shall constitute a
claim (as  defined in Section  101 of Title 11 of the United  States  Bankruptcy
Code)  against the  Transferor  unless the  Transferor  has received  sufficient
amounts  to pay  such  amounts,  and  such  amounts  are  not  necessary  to pay
outstanding commercial paper issued by the Transferor.  No recourse shall be had
for any amount owing hereunder or any other  obligation of, or claim against the
Transferor  arising  out of or based upon this  Agreement  or any  agreement  or
document  entered into in  connection  herewith or therewith  against any equity
holder, member,  employee,  officer,  agent, or manager of the Transferor or any
equity holder, member,  employee,  officer,  director, or affiliate thereof. The
agreements set forth in this Section 11 and the parties' respective  obligations
under this Section 11 shall survive the termination of this Agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

            If the foregoing is in  accordance  with your  understanding  of our
agreement,  please  sign and return to the  undersigned  a  counterpart  hereof,
whereupon this letter and your acceptance  shall  represent a binding  agreement
among the Transferor and the Transferee.

                                          Very truly yours,

                                          LEGACY CAPITAL COMPANY, LLC
                                            as Transferor


                                          By: _________________________________
                                              Name:
                                              Title:

The foregoing Purchase Agreement
  is hereby confirmed and accepted
  as of the date first above written.

NEW YORK LIFE INSURANCE COMPANY
  as Transferee


By: _________________________________
    Name:
    Title:

<PAGE>

                                    EXHIBIT A

                           Form of Transfer Supplement

<PAGE>

                                    Exhibit B

                            Form of Investment Letter

<PAGE>

                                    Exhibit C

Anticipated Transferred Notes and Note Balances*

By April 5, 2005:

1.  Class A Notes  Not more than $13,823,500
2.  Class B Notes  Not more than $ 3,382,000
3.  Class C Notes  Not more than $ 3,676,000
4.  Class D Notes  Not more than $ 4,118,500

By July 5, 2005:

1.  Class A Notes  Not more than the difference between $22,117,600 and 1 above.
2.  Class B Notes  Not more than the difference between $5,411,200 and 2 above.
3.  Class C Notes  Not more than the difference between $5,881,600 and 3 above.
4.  Class D Notes  Not more than the difference between $6,589,600 and 4 above.

--------------------------------------------------------------------------------

* These Note Balances assume the maximum  aggregate Note Balance for all Classes
of Notes being purchased on each transfer date ($25,000,000 by April 5, 2005 and
$15,000,000  by July 5, 2005).  On each date of  transfer,  the  aggregate  Note
Balance of each Class of Notes will be adjusted accordingly.