EXHIBIT 4.12

                             BLUEGREEN CORPORATION,
                                   as Issuer,

                  CERTAIN OF ITS SUBSIDIARIES SPECIFIED HEREIN,
                            as Subsidiary Guarantors

                                       and

                     SUNTRUST BANK (formerly SUNTRUST BANK,
                     CENTRAL FLORIDA, NATIONAL ASSOCIATION),
                                as Notes Trustee

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                          FIFTH SUPPLEMENTAL INDENTURE

                            Dated as of July 31, 2002

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                                       To

                     The Indenture Dated as of April 1, 1998
                          Among Bluegreen Corporation,
     Certain of its Subsidiaries and SunTrust Bank (formerly SunTrust Bank,
            Central Florida, National Association), as Notes Trustee,
             Relating to $110 Million Aggregate Principal Amount of
                      10 1/2% Senior Secured Notes due 2008

<PAGE>

                          FIFTH SUPPLEMENTAL INDENTURE

      THIS FIFTH SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is made
as of the 31st day of July, 2002, among Bluegreen Corporation, a Massachusetts
corporation (the "Company"), the Subsidiary Guarantors (as defined in the
Indenture defined below), and SunTrust Bank (formerly SunTrust Bank, Central
Florida, National Association, a national banking association), in its capacity
as trustee (the "Notes Trustee").

      WHEREAS, the Company, the Subsidiary Guarantors and the Notes Trustee
heretofore executed and delivered an Indenture, dated as of April 1, 1998, as
amended and supplemented by a First Supplemental Indenture thereto dated as of
March 15, 1999, as further amended and supplemented by a Second Supplemental
Indenture thereto dated as of December 31, 2000, as further amended and
supplemented by a Third Supplemental Indenture thereto dated as of October 31,
2001 and as further amended and supplemented by a Fourth Supplemental Indenture
thereto dated as of December 31, 2001 (as so amended and supplemented, the
"Indenture"); and

      WHEREAS, pursuant to the Indenture, the Company issued and the Notes
Trustee authenticated and delivered $110 million aggregate principal amount of
the Issuer's 10 1/2% Senior Secured Notes due 2008 (the "Initial Notes"); and

      WHEREAS, pursuant to an exchange offer registered with the Securities and
Exchange Commission on a Registration Statement No. 333-51717 on Form S-4, the
Company offered to, and did, exchange $110 million in aggregate principal amount
of its 10 1/2% Senior Secured Notes due 2008 (the "Exchange Notes" and, together
with the Initial Notes, the "Notes") for $110 million in aggregate principal
amount of the Initial Notes; and

      WHEREAS, the Initial Notes were, and the Exchange Notes are,
unconditionally guaranteed on a senior basis by the Subsidiary Guarantors; and

      WHEREAS, Section 9.01 of the Indenture provides that the Company and the
Subsidiary Guarantors, when authorized by Board Resolutions of their respective
Boards of Directors, and the Notes Trustee may amend or supplement the Indenture
without the consent of any Noteholder, among other reasons, to add further
guarantees with respect to the Notes and to cure any ambiguity, omission, defect
or inconsistency, provided that such amendment or supplement does not adversely
affect the rights of any Noteholder in any respect; and

      WHEREAS, the Company has heretofore delivered or is delivering
contemporaneously herewith to the Notes Trustee (i) a copy of Board Resolutions
authorizing the execution, delivery and performance of this Supplemental
Indenture, (ii) an Officers' Certificate in compliance with and to the effect
set forth in Sections 1.01, 7.02, 9.01, 9.06 and 12.04 of the Indenture, and
(iii) an Opinion of Counsel in compliance with and to the effect set forth in
Sections 1.01, 7.02, 9.01, 9.06 and 12.04 of the Indenture; and

      WHEREAS, all conditions necessary to authorize the execution and delivery
of this Supplemental Indenture and to make this Supplemental Indenture valid and
binding have been complied with or have been done or performed;

<PAGE>

      NOW, THEREFORE, in consideration of the foregoing and notwithstanding any
provision of the Indenture which, absent this Supplemental Indenture, might
operate to limit such action, the Company, the Subsidiary Guarantors and the
Notes Trustee agree as follows for the equal and ratable benefit of the
Noteholders.

                                   ARTICLE 1
                                   DEFINITIONS

      SECTION 1.01. General. For all purposes of the Indenture and this
Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

      (a) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to the Indenture and this Supplemental Indenture as a whole
and not to any particular Article, Section or subdivision; and

      (b) capitalized terms used but not defined herein shall have the meaning
assigned to them in the Indenture.

                                   ARTICLE 2
                              ADDITIONAL GUARANTORS

      SECTION 2.01. Additional Guarantors. Pursuant to Section 10.07 of the
Indenture, each of the Additional Guarantors hereby expressly assumes the
obligations of, and otherwise agrees to perform all of the duties of, a
Subsidiary Guarantor under the Indenture, subject to the terms and conditions
thereof, as of the date set forth opposite the name of such Additional Guarantor
on Schedule A hereto.

                                   ARTICLE 3
                                  MISCELLANEOUS

      SECTION 3.01. Effectiveness. This Supplemental Indenture shall become
effective, as of its effective date, upon its execution and delivery by the
Company, the Subsidiary Guarantors and the Notes Trustee. Upon the execution and
delivery of this Supplemental Indenture by the Company, the Subsidiary
Guarantors and the Notes Trustee, the Indenture shall be supplemented in
accordance herewith, and this Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Note heretofore or hereafter authenticated
and delivered under the Indenture shall be bound thereby.

      SECTION 3.02. Indenture Remains in Full Force and Effect. All provisions
in the Indenture shall remain in full force and effect, and, except as expressly
supplemented and amended hereby, shall remain unchanged.

      SECTION 3.03. Indenture and Supplemental Indenture Construed Together.
This Supplemental Indenture is an indenture supplemental to and in
implementation of the Indenture and the Indenture and this Supplemental
Indenture shall henceforth be read and construed together.


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<PAGE>

      SECTION 3.04. Confirmation and Preservation of Indenture. The Indenture,
as supplemented by this Supplemental Indenture, is in all respects confirmed and
preserved.

      SECTION 3.05. Conflict with Trust Indenture Act. If any provision of this
Supplemental Indenture limits, qualifies or conflicts with any provision of the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), that is
required under the Trust Indenture Act to be part of and govern any provision of
this Supplemental Indenture, the provision of the Trust Indenture Act shall
control. If any provision of this Supplemental Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the provision of the Trust Indenture Act shall be deemed to apply to the
Indenture as so modified or to be excluded by this Supplemental Indenture, as
the case may be.

      SECTION 3.06. Severability. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

      SECTION 3.07. Headings. The Article and Section headings of this
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Supplemental Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

      SECTION 3.08. Benefits of Supplemental Indenture, etc. Nothing in this
Supplemental Indenture or the Notes, express or implied, shall give to any
Person, other than the parties hereto and thereto and their successors hereunder
and thereunder and the Noteholders, any benefit of any legal or equitable right,
remedy or claim under the Indenture, this Supplemental Indenture or the Notes.

      SECTION 3.09. Successors. All agreements of the Company and the Subsidiary
Guarantors in this Supplemental Indenture shall bind their respective
successors. All agreements of the Notes Trustee in this Supplemental Indenture
shall bind its successors.

      SECTION 3.10. Trustee Not Responsible for Recitals. The recitals contained
herein shall be taken as the statements of the Company and the Subsidiary
Guarantors, and the Notes Trustee assumes no responsibility for their
correctness. The Notes Trustee shall not be liable or responsible for the
validity or sufficiency of this Supplemental Indenture.

      SECTION 3.11. Certain Duties and Responsibilities of the Notes Trustee. In
entering into this Supplemental Indenture, the Notes Trustee shall be entitled
to the benefit of every provision of the Indenture relating to the conduct or
affecting the liability or affording protection to the Notes Trustee, whether or
not elsewhere herein so provided.

      SECTION 3.12. Governing Law. The internal law of the State of New York
shall govern and be used to construe this Supplemental Indenture.

      SECTION 3.13. Counterpart Originals. The parties may sign any number of
copies of this Supplemental Indenture. Each signed copy shall be original, but
all of them together represent the same agreement.


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<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date and year first
written above.

                                         SIGNATURES

                                         BLUEGREEN CORPORATION

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President & Clerk


                                         BLUEGREEN HOLDING CORPORATION
                                         (TEXAS)

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President


                                         PROPERTIES OF THE SOUTHWEST ONE, INC.

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President


                                         BLUEGREEN SOUTHWEST ONE, L.P.
                                         By its General Partner, Bluegreen
                                         Southwest Land, Inc.

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President


                                         BLUEGREEN ASSET MANAGEMENT
                                         CORPORATION

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President


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<PAGE>

                                         BLUEGREEN CORPORATION OF TENNESSEE

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President


                                         BLUEGREEN CORPORATION OF THE
                                         ROCKIES

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President


                                         BLUEGREEN PROPERTIES OF VIRGINIA, INC.

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President


                                         BLUEGREEN RESORTS INTERNATIONAL,
                                         INC.

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: President


                                         CAROLINA NATIONAL GOLF CLUB, INC.

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President


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<PAGE>

                                         LEISURE CAPITAL CORPORATION

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President


                                         BLUEGREEN WEST CORPORATION

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President


                                         BG/RDI ACQUISITION CORP.

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: President


                                         BLUEGREEN VACATIONS UNLIMITED, INC.

                                         By: /s/ JOHN MALONEY
                                             -----------------------
                                         Name: John Maloney
                                         Title: Vice President


                                         BLUEGREEN SOUTHWEST LAND, INC.

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President


                                         BLUEGREEN CAROLINA LANDS, LLC

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President


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<PAGE>

                                         BLUEGREEN RESORTS MANAGEMENT, INC.

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President


                                         JORDAN LAKE PRESERVE CORPORATION

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President


                                         LEISURE COMMUNICATION NETWORK, INC.

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President


                                         MANAGED ASSETS CORPORATION

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President


                                         TRAVELHEADS, INC.

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: President


                                         ENCORE REWARDS, INC.

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President


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<PAGE>

                                         LEISUREPATH, INC.

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: President


                                         CATAWBA FALLS, LLC

                                         By: /s/ RANDI S. TOMPKINS
                                             -----------------------
                                         Name: Randi S. Tompkins
                                         Title: Vice President

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       8
<PAGE>

                                         SUNTRUST BANK, As Trustee

                                         By: /s/ LISA DERRYBERRY
                                             -----------------------
                                         Name: Lisa Derryberry
                                         Title: Vice President


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<PAGE>

                                   SCHEDULE A

                              ADDITIONAL GUARANTORS

     Name                                                              Date
     ----                                                              ----

Leisurepath, Inc.                                                 July 31, 2002

Catawba Falls, LLC                                                July 31, 2002


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