EXHIBIT 10.157

                  AMENDMENT NO. 1 TO REVOLVING PROMISSORY NOTE
                                   (AD&C LOAN)

            BY THIS AMENDMENT NO. 1 TO REVOLVING PROMISSORY NOTE (AD&C LOAN)
("Amendment") dated as of September 10, 2003, BLUEGREEN VACATIONS UNLIMITED,
INC., a Florida corporation (the "Borrower" or "Maker"), and RESIDENTIAL FUNDING
CORPORATION, a Delaware corporation ("Lender" or "Holder"), for good and
valuable consideration, the receipt of which is hereby acknowledged, hereby
confirm and agree as follows:

                                    RECITALS:

            A. Lender is the owner and holder of that Revolving Promissory Note
(AD&C Loan) dated as of February 10, 2003, in the current face amount of Fifteen
Million Dollars ($15,000,000) and made payable by Maker to Lender ("AD&C Loan
Note").

            B. The AD&C Loan Note evidences Advances under the AD&C Loan made
pursuant to the terms of that certain Loan Agreement executed between Borrower
and Lender and dated as of February 10, 2003 ("Loan Agreement").

            C. Pursuant to the Modification Agreement, dated as of even date
herewith, Lender and Borrower have agreed to, among other things: (i) extend the
Approval Period during which new projects will be considered for approval for
funding from proceeds of the Loan and thereby concurrently extend the Maturity
Date; and (ii) increase the Loan Amount under the Loan Agreement from
$15,000,000 to $45,000,000 (as those terms are used and defined in the Loan
Agreement).

            D. Borrower and Lender wish to amend the AD&C Loan Note to reflect
the above-described changes.

                                   AGREEMENT:

            1. Except as otherwise defined herein or unless the context
otherwise requires, capitalized terms used in this Amendment shall have the
meanings given to them in the AD&C Loan Note, or if not defined therein, the
meanings given to them in the Loan Agreement, as amended from time to time.

            2. The AD&C Loan Note is amended to increase the current face amount
thereof and the principal sum of such note set forth therein to the principal
sum of FORTY FIVE MILLION UNITED STATES DOLLARS (U.S. $45,000,000.00) ("Loan").
All references to "Loan" in the AD&C Loan Note shall mean the Loan as amended by
this Section 2.

            3. Section 4 of the AD&C Loan Note is hereby amended by deleting
such Section in its entirety and replacing and substituting in lieu thereof the
following:

<PAGE>

            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 6
            years after the date of this Amendment, 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.

            4. Borrower and Lender hereby ratify and confirm the AD&C Loan Note,
as amended hereby, in all respects; and, except as amended hereby, the AD&C Loan
Note shall remain in full force and effect.

            5. This Amendment may be attached to and shall form a part of the
AD&C Loan Note for all purposes.

            6. This Amendment may be executed in counterparts, and any number of
such counterparts which have been executed by all persons whose signatures are
required below shall constitute one original.

      IN WITNESS WHEREOF this instrument is executed by the parties hereto as of
the date set forth above.

                                             BORROWER:

                                             BLUEGREEN VACATIONS UNLIMITED, INC.
                                             a Florida corporation


                                             By: /S/ JOHN F. CHISTE
                                                -------------------------------
                                             Printed Name: JOHN F. CHISTE
                                                          ---------------------
                                             Title: TREASURER
                                                   ----------------------------

Accepted by:                                 LENDER:

                                             RESIDENTIAL FUNDING CORPORATION, a
                                             Delaware corporation


                                             By: /S/ JEFF OWINGS
                                                -------------------------------
                                             Printed Name: Jeff Owings
                                             Its: Managing Director


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