EXHIBIT 10.146

              AMENDMENT NUMBER SEVEN TO LOAN AND SECURITY AGREEMENT

      This Amendment Number Seven to Loan and Security Agreement ("Amendment")
is entered into as of September 21, 2004, by and between BLUEGREEN CORPORATION,
f/k/a Patten Corporation, a Massachusetts corporation ("Borrower"), and WELLS
FARGO FOOTHILL, INC., a California corporation, f/k/a/ Foothill Capital
Corporation ("Foothill"), in light of the following:

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

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

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

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

      2. AMENDMENTS.

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

                  ""Seventh Amendment" means that certain Amendment Number Seven
                  to Loan and Security Agreement dated as of September ___,
                  2004, executed by Borrower and Foothill."

                  ""D Line Advances" has the meaning set forth in Section 2.11
                  hereof."

                  ""D Line Borrowing Base" means an amount equal to the sum of
                  ninety percent (90%) of the unpaid principal balance, at the
                  time of the advance with respect to Pledged D Notes,
                  discounted to thirteen percent (13%), at the time of the
                  advance with respect to fixed rate notes if the minimum
                  weighted average coupon rate of the entire Pledged D Note Pool
                  is less than thirteen percent (13%)."


                                       1
<PAGE>

                  ""Pledged D Notes" means a note or notes which conforms to the
                  standards set forth in Schedule PN-A attached hereto and
                  incorporated by reference hereby, and which is pledged to
                  secure advances under the D Line Advances."

            (b) The definition of "Pledged Note(s)" in Section 1.1 of the
Agreement is deleted in its entirety and the following substituted in its place
and stead:

                  ""Pledged Note(s)" means collectively the Pledged A Notes, the
                  Pledged B Notes, the Pledged C Notes, the Pledged D Notes, and
                  the Pledged T Notes."

            (c) Section 2.1(a) of the Loan Agreement is deleted in its entirety
and the following substituted in its place and stead:

                  "(a) In addition to the Land Inventory Advances set forth in
                  Section 2.2 hereof, the Term Loan and B Line Advances set
                  forth in Section 2.3 hereof, the Pledged T Note Advances set
                  forth in Section 2.8 hereof, the C Line Advances set forth in
                  Section 2.9 hereof, and the D Line Advances set forth in
                  Section 2.11 hereof, subject to the terms and conditions of
                  this Agreement, and further for a period through and including
                  December 31, 2006 only, and further provided Borrower is not
                  in default hereunder (subject to grace periods, if any),
                  including, specifically, Section 6.13 hereof, Foothill agrees
                  to make advances to Borrower upon the pledge to Foothill of
                  the Pledged A Notes ("A Line Advances") in an amount not to
                  exceed the A Line Borrowing Base."

            (d) Section 2.2(a) of the Loan Agreement is deleted in its entirety
and the following substituted in its place and stead:

                  "(a) In addition to the A Line Advances set forth in Section
                  2.1 hereof, the Term Loan and B Line Advances set forth in
                  Section 2.3 hereof, the Pledged T Note Advances set forth in
                  Section 2.8 hereof, the C Line Advances set forth in Section
                  2.9 hereof, and the D Line Advances set forth in Section 2.11
                  hereof, subject to the terms and conditions of this Agreement,
                  and further for a period through and including December 31,
                  2006 only, and provided Borrower is not in default hereunder
                  (subject to grace periods, if any), including, specifically,
                  Section 6.13 hereof, Foothill agrees to make non-revolving
                  advances to Borrower in an amount not to exceed the Land
                  Inventory Borrowing Base ("Land Inventory Advances") to enable
                  it to buy and develop Approved Land Projects for subsequent
                  resale to the public. Land Inventory Advances shall be used
                  for this and for no other purpose. All such acquired assets
                  shall become Collateral. At Foothill's request, Borrower shall
                  execute a Secured Promissory Note to evidence the borrowings
                  under this Section 2.2."


                                       2
<PAGE>

            (e) Section 2.3(a) of the Loan Agreement is deleted in its entirety
and the following substituted in its place and stead:

                  "(a) In addition to the A Line Advances set forth in Section
                  2.1 hereof, the Land Inventory Advances set forth in Section
                  2.2 hereof, the Pledged T Note Advances set forth in Section
                  2.8 hereof, the C Line Advances set forth in Section 2.9
                  hereof, and the D Line Advances set forth in Section 2.11
                  hereof, subject to the terms and conditions of this Agreement,
                  and for a period through and including December 31, 2006 only,
                  and further provided Borrower is not in default hereunder
                  (subject to grace periods, if any), including, specifically,
                  Section 6.13 hereof, Foothill agrees to make advances to
                  Borrower upon the pledge to Foothill of the Pledged B Notes
                  ("B Line Advances") in an amount not to exceed the lesser of
                  (i) Five Million Dollars ($5,000,000); or (ii) the B Line
                  Borrowing Base."

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

                  "(c) The amount of interest accrued and payable to Foothill on
                  the A Line Advances, B Line Advances, C Line Advances, D Line
                  Advances and T Line Advances shall be no less than fifteen
                  thousand dollars ($15,000) per month; provided, however, that
                  if Borrower seeks to cause all of the Pledged Notes to be
                  released in accordance with the provision of Section 4.8
                  hereof, there shall be no monthly minimum interest payments as
                  set forth in this sentence for the two months immediately
                  following such release, with a five thousand dollar ($5,000)
                  per month minimum for the third month following release, a ten
                  thousand dollar ($10,000) per month minimum for the fourth
                  month following release, and a fifteen thousand dollar
                  ($15,000) per month minimum for every month thereafter. To the
                  extent that interest accrued hereunder at the rate set forth
                  herein (including the minimum interest rate) would yield less
                  than the foregoing minimum amount, the interest rate
                  chargeable hereunder for the period in question automatically
                  shall be deemed increased to that rate that would result in
                  the minimum amount of interest being accrued and payable
                  hereunder."

            (g) Section 2.8(a) of the Loan Agreement is deleted in its entirety
and the following substituted in its place and stead:

                  "(a) In addition to the Pledged A Note Advances set forth in
                  Section 2.1 hereof, the Land Inventory Advances set forth in
                  Section 2.2 hereof, the Term Loan and B Line Advances set
                  forth in Section 2.3 hereof, the C Line Advances set forth in
                  Section 2.9, and the D Line Advances set forth in Section 2.11
                  hereof, subject to the terms and conditions of this Agreement,
                  and further for a period through and including December 31,
                  2006 only, and further provided Borrower is not in default
                  hereunder


                                       3
<PAGE>

                  (subject to grace periods, if any), including, specifically,
                  Section 6.13 hereof, Foothill agrees to make advances to
                  Borrower upon the pledge to Foothill of the Pledged T Notes
                  ("T Line Advances") in an amount not to exceed the T Line
                  Borrowing Base."

            (h) Section 2.9(a) of the Loan Agreement is deleted in its entirety
and the following substituted in its place and stead:

                  "(a) In addition to the Pledged A Note Advances set forth in
                  Section 2.1 hereof, the Land Inventory Advances set forth in
                  Section 2.2 hereof, the Term Loan and B Line Advances set
                  forth in Section 2.3 hereof, the Pledged T Note Advances set
                  forth in Section 2.8 hereof, and the D Line Advances set forth
                  in Section 2.11 hereof, subject to the terms and conditions of
                  this Agreement, and further for a period through and including
                  December 31, 2006 only, and further provided Borrower is not
                  in default hereunder (subject to grace periods, if any),
                  including, specifically, Section 6.13 hereof, Foothill agrees
                  to make advances to Borrower upon the pledge to Foothill of
                  the Pledged C Notes ("C Line Advances") in an amount not to
                  exceed in an amount not to exceed the lesser of (i) Five
                  Million Dollars ($5,000,000); or the C Line Borrowing Base."

            (i) There is added a new Section 2.11 to the Loan Agreement as
follows:

                  "2.11 Advances Against Pledged D Notes.

                        "(a) In addition to the Pledged A Note Advances set
                        forth in Section 2.1 hereof, the Land Inventory Advances
                        set forth in Section 2.2 hereof, the Term Loan and B
                        Line Advances set forth in Section 2.3 hereof, the T
                        Line Advances set forth in Section 2.8 hereof, and the C
                        Line Advances set forth in Section 2.9, subject to the
                        terms and conditions of this Agreement, and further for
                        a period through and including December 31, 2006 only,
                        and further provided Borrower is not in default
                        hereunder (subject to grace periods, if any), including,
                        specifically, Section 6.13 hereof, Foothill agrees to
                        make advances to Borrower upon the pledge to Foothill of
                        the Pledged D Notes ("D Line Advances") in an amount not
                        to exceed the D Line Borrowing Base.

                        "(b) Anything to the contrary in subsection (a) above
                        notwithstanding, Foothill may reduce its advance rates
                        without declaring an event of default if it determines,
                        in its reasonable discretion, that there is a material
                        impairment of the prospect of repayment of any or all or
                        any portion of its Obligations, or a material impairment
                        of the value or priority of Foothill's security
                        interests in the Collateral.


                                       4
<PAGE>

                        "(c) Foothill shall have no obligation to make D Line
                        Advances to the extent that D Line Advances exceed the
                        sum of Four Million Dollars ($4,000,000) and/or total
                        lending to Borrower would exceed the Maximum Amount.

                        "(d) Borrower agrees to establish and maintain a
                        designated deposit account for the purpose of receiving
                        the proceeds of the advances made by Foothill hereunder.
                        Unless otherwise agreed to in writing by Foothill and
                        Borrower, any advance requested by Borrower and made by
                        Foothill hereunder shall be made to such designated
                        deposit account.

            (j) D Line Advances made pursuant to this Section 2.11 shall not be
made more frequently than monthly, or in amounts less than One Hundred Thousand
Dollars ($100,000) per advance."

            (k) Sections 3.4, 3.4(a), and 3.4(c) of the Loan Agreement is
deleted in its entirety and the following substituted in its place and stead:

                  "3.4 Conditions Precedent to A Line, B Line, C Line, D Line,
                  and T Line Advances.

                        "(a) Foothill shall have received the originals of the
                        Pledged A Notes and/or the Pledged B Notes and/or the
                        Pledged C Notes and/or the Pledged D Notes and/or the
                        Pledged T Notes properly endorsed to Foothill or its
                        agent;

                        "(c) the standards for Pledged A Notes, Pledged C Notes,
                        Pledged D Notes, and Pledged T Notes set forth in
                        Schedule PN-A herein shall be fully complied with and
                        the standards for Pledged B Notes set forth in Schedule
                        PN-B herein shall be fully complied with."

            (l) Schedule PN-A of the Loan Agreement is deleted in its entirety
and the replacement schedule PN-A attached hereto and incorporated by reference
hereby is substituted in its place and stead.

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

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

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


                                       5
<PAGE>

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

      7. LIMITED EFFECT. In the event of a conflict between the terms and
provisions of this Amendment and the terms and provisions of the Agreement, the
terms and provisions of this Amendment shall govern. In all other respects, the
Agreement, as amended and supplemented hereby, shall remain in full force and
effect.


                                       6
<PAGE>

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

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

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

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

                                      BLUEGREEN CORPORATION,
                                      a Massachusetts corporation

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


                                       7
<PAGE>

                                  SCHEDULE PN-A

                         VARIOUS PLEDGED NOTE STANDARDS

      1. Foothill has a valid, direct and perfected first lien/security interest
in the note and security therefore and has a valid and perfected first priority
right to payments arising thereunder.

      2. The maker of such a note is not a director, officer, their agents,
employees or creditors, or any relative or affiliate of Borrower or the
foregoing.

      3. (a) With respect to Pledged A Notes, Borrower has received from the
purchaser a minimum cash down payment of 10% of the total sales price, no part
of which, to Borrower's knowledge, had been advanced or loaned to such purchaser
or borrower, directly or indirectly and the average down payment of the entire
portfolio of Pledged A Notes must be at least 20%.

      (b) With respect to Pledged C and Pledged T Notes, Borrower has received
from the purchaser a minimum cash down payment of 10% of the total sales price,
no part of which, to Borrower's knowledge, had been advanced or loaned to such
purchaser or borrower, directly or indirectly and the average down payment of
the entire portfolio of: (i) Pledged C Notes must be at least 10%, and (ii)
Pledged T Notes must be at least 10%; and (iii) Pledged D Notes must be at least
15%.

      4. The notes must provide for consecutive bi-weekly or monthly
installments of principal and interest in U.S. funds over a term not exceeding
one hundred eighty (180) months from the date of its execution; provided,
however, the average remaining term of the entire portfolio of Pledged Notes is
no greater than one hundred twenty months (120).

      5. The Pledged Notes must provide for an interest rate of at least eight
percent (8%) per annum, if fixed, or Reference Rate plus two percent (2%) if
variable, provided, however, that the blended rate of interest for the entire
portfolio of Pledged Notes shall not be less than the Reference Rate plus one
point five (1.5%).

      6. With respect to Pledged A Notes, Notes generated by purchasers of real
property in New York, Connecticut, Rhode Island, Vermont, New Hampshire,
Pennsylvania or Maine which provide for an interest rate during the first two
years of prime plus two hundred (200) basis points, and interest thereafter of
at least prime plus three hundred and forty (340) basis points will be
acceptable, if all other standards are met.

      7. Foothill, in its sole and absolute discretion, may, from time to time,
require that the instrument is at least thirty days aged from the date of its
execution, and at least one monthly installment payment has been made.


                                  Schedule PN-A
                                  -------------
                                        1

<PAGE>

      8. (a) With respect to Pledged A Notes and Pledged C Notes, the maker of
the Pledged A Note and Pledged C Note is acceptable to Foothill for credit
purposes in its sole judgment; has or will acquire marketable title to a
purchase parcel from Borrower; and has not purchased more than four parcels in
any project.

            (b) With respect to Pledged D and Pledged T Notes, the maker of the
Pledged D and Pledged T Note is acceptable to Foothill for credit purposes in
its sole judgment; has or will acquire marketable title to a timeshare interval
purchased from Borrower; and has not purchased an aggregate of more than four
weeks of intervals in all of Borrower's projects.

      9. No Pledged Note will be delinquent more than sixty (60) days past its
due date at the time of the advance.

      10. The note and the mortgage securing the same are satisfactory to
Foothill and validly enforceable in accordance with their terms; upon the
obligors default under the instrument, subject only to notice in a reasonable
grace period, payment of the balance of the indebtedness owing under the note
may be immediately accelerated and the lien of the mortgage securing the same
may be foreclosed; the Note Mortgage has been recorded in the appropriate real
estate records where the purchased parcel is located; and the lien of the
purchase mortgage is subject only to permitted encumbrances and covenants,
conditions, and restrictions, rights of way and other matters of public record
acceptable to lender in their sole judgment.

      11. All lot site improvements, if any, which have been covenanted to be
provided to the maker of the note shall have been provided, completed, or
bonded.

      12. The note in the applicable sales transaction complied with all
applicable laws and the purchaser does not have any right of rescission or
setoff, or the like.

      13. The Pledged Notes must be from a diverse group of properties and from
a diverse geographic area. At least 90% of the purchasers or the makers of the
notes must be citizens of the United States or of Canada.

      14. All Pledged Notes must be payable in United States legal tender.

      15. (a) No single Pledged Note can be of a principal amount such that the
advance made on such note would exceed One Million Dollars ($1,000,000).

            (b) With respect to Pledged D Notes, no single pledged D Note can be
in an amount less than $30,000.

            (c) With respect to Pledged D Notes, the average face value of the
entire portfolio of Pledged D Notes can not exceed $50,000.

      16. No single Pledged Note can be of a principal amount such that the
advance made on such note equals or exceeds fifty percent (50%) of the
outstanding A Line Advances and B Line Advances then outstanding, without taking
into effect the proposed advance on such note.


                                  Schedule PN-A
                                  -------------


<PAGE>

      17. Policies of Title Insurance, in form reasonably satisfactory to
Foothill, shall be delivered to Foothill within sixty (60) days of delivery of
each Note Mortgage.

      18. For notes generated by Affiliates of Borrower, Foothill shall be
satisfied with the assignment documents transferring such note to Borrower, and
the certificate set forth in Section 3.2(c) hereof.

      19. With respect to Pledged C Notes, Pledged D Notes, and Pledged T Notes,
each Pledged C Note, Pledged D Note, and Pledged T Note shall be aged at least
thirty (30) days from the date of execution thereof.

      20. With respect to Pledged D Notes and Pledged T Notes, Foothill shall
have received the originals of: (i) the recorded Note Mortgages and assignments
of Note Mortgages within sixteen (16) weeks of the funding of the same by
Foothill; and (ii) all other security which serves as security for the repayment
of each Pledged D Note and Pledged T Note at the time of funding of the same by
Foothill.

      21. With respect to Pledged C Notes, at least one maker of each such note
must have a Fair Isaac score of at least 600 with no pending bankruptcy
proceeding pending within the preceding three (3) year period prior to
execution.

      22. With respect to Pledged C Notes, the maker of each such note must have
executed valid and enforceable pre-authorized automated checking account
withdrawals for loan payments.

      23. With respect to Pledged C Notes, the term shall not exceed two hundred
and forty (240) months.

      24. With respect to Pledged D Notes, at least one maker of each such note
must have a Fair Isaac score of at least 625 with no pending bankruptcy
proceeding pending within the preceding three (3) year period prior to
execution.

      25. With respect to Pledged D Notes, the term shall not exceed one hundred
and eighty (180) months.


                                  Schedule PN-A
                                  -------------
                                        3