EXHIBIT 10.131

                                 PROMISSORY NOTE
                                   (Buildings)

U.S. $5,580,000                                                  August 29, 2003

            FOR VALUE RECEIVED, the undersigned BLUEGREEN VACATIONS UNLIMITED,
INC., a Florida corporation ("Maker"), promises to pay to FINOVA CAPITAL
CORPORATION, a Delaware corporation ("Lender"), or order, at its principal
offices in 4800 North Scottsdale Road, Scottsdale, Arizona 85251, or at such
other place as the holder of this Note ("Holder") may from time to time
designate in writing, in lawfully money of the United States of America, the
principal sum of FIVE MILLION FIVE HUNDRED EIGHTY THOUSAND UNITED STATES DOLLARS
($5,580,000) or so much thereof as has been disbursed and not repaid, together
with interest on the unpaid principal balance from time to time outstanding from
the date of disbursement thereof until paid, as more fully provided for below.
All payments hereunder shall be made in immediately available funds in lawful
monies of the United States of America.

            This Note is executed pursuant to that Second Amended and Restated
Credit Facility Agreement dated as of September 14, 1999, between Bluegreen
Corporation, a Massachusetts corporation, and Lender (as from time to time
renewed, amended, restated or replaced, the "Credit Agreement") as supplemented
by that Certificate and Agreement of Subsidiary Borrower (Basic) dated as of
even date herewith from Maker in favor of Lender (the "Certificate" and together
with the Credit Agreement, collectively the "Credit Facility Agreement").
Capitalized terms not otherwise defined herein shall have the meaning given them
in the Credit Facility Agreement. This Note evidences a loan in a principal
amount not to exceed the face amount of this Note and made to Maker pursuant to
the Credit Facility Agreement ("Loan").

            Except as otherwise provided herein, interest ("Basic Interest")
shall accrue on the unpaid principal balance of this Note from time to time
outstanding at a variable interest rate per annum ("Basic Interest Rate") equal
to the greater of (i) seven percent (7%) or (ii) the Reference Rate (as
hereinafter defined) on the date of the initial advance of the Loan plus two
percent (2%), which rate shall be adjusted once each month on each Interest Rate
Change Date (as hereinafter defined) based upon the Reference Rate in effect on
such Interest Rate Change Date. The term "Reference Rate" means the per annum
rate of interest publicly announced, from time to time, by Citibank, N.A., New
York, New York ("Citibank"), as the base (or equivalent) rate of interest
charged by Citibank to its largest and most creditworthy commercial borrowers
notwithstanding the fact that some borrowers of Citibank may borrow from
Citibank at rates less than the announced base rate, or if Citibank ceases to
publish its base rate, then such other

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published rate as Holder shall deem comparable. The term "Interest Rate Change
Date" means the first business day of the publisher of the Reference Rate during
each calendar month following the date of the initial advance of the Loan. Basic
Interest shall be calculated 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.

            Payments of principal, interest and any other amounts due and
payable hereunder shall, at the option of Holder, earn interest after they are
due at a rate ("Default Rate") equal to (a) two percent (2%) above the Basic
Interest Rate or (b) the maximum contract rate permitted under the Applicable
Usury Law (as hereinafter defined), whichever of (a) or (b) is lesser. At the
option of Holder, while an Event of Default [as defined in the Security Document
(hereinafter defined)] exists, and in all events after an acceleration of this
Note by Holder, Basic Interest shall accrue on the entire outstanding principal
balance of this Note at the Default Rate.

            The contracted for rate of interest of the Loan contemplated hereby,
without limitation, shall consist of the following (unless such item is not
required to be included in calculating whether the rate of interest contracted
for, charged or received exceeded the maximum rate of interest permissible under
the Applicable Usury Law): (i) the Basic Interest Rate, calculated and applied
to the principal balance of this Note in accordance with the provisions hereof;
(ii) the Default Rate, calculated and applied to the principal balance of this
Note in accordance with the provisions hereof; (iii) the late charge calculated
and applied to an overdue payment in accordance with the provisions hereof; (iv)
the fees payable pursuant to the Credit Facility Agreement in connection with
the Loan; and (v) all Additional Sums (as hereinafter defined), if any. Maker
agrees to pay an effective contracted for rate of interest which is the sum of
the above-referenced elements but in no event to exceed the maximum contract
rate permitted under the Applicable Usury Law (as defined below). All fees,
charges, goods, things in action or any other sums or things of value, other
than amounts described in (i), (ii), (iii) and (iv) of the first sentence of
this paragraph, to be paid by or on behalf of Maker or received by Holder
pursuant to the Credit Facility Agreement, this Note, the other Loan Documents
(as defined in the Credit Facility Agreement) or any other documents or
instruments in any way pertaining to the Loan transaction, or otherwise with
respect to the Loan transaction, that under any applicable law may be deemed to
be interest with respect to the Loan transaction, for the purpose of any
applicable law that may limit the maximum amount of interest to be charged with
respect to the Loan transaction ("Additional Sums"), shall be payable by Maker
as, and shall be deemed to be, additional interest, and for such purposes only,
the agreed upon and "contracted for rate of interest" of the Loan transaction
shall be deemed to be increased by the rate of interest resulting from the
charging, payment and/or receipt of the Additional Sums.

            Commencing on September 30, 2003, and on the last Business Day (as
hereinafter defined) of each succeeding month thereafter ("Installment Date")
until the date eighteen (18) months from the date of this Note ("Maturity Date")
or the date all principal and interest on this Note are paid in full, whichever
date first occurs, Maker will


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<PAGE>

pay to Holder all accrued and unpaid interest on the Note. As used in this Note,
"Business Day" means a day other than a Saturday, a Sunday, a national holiday
or a day on which banks in Phoenix, Arizona, are required to be closed.

            Upon the Partial Release (as defined in the Credit Facility
Agreement) of a Release Parcel (as defined in the Credit Facility Agreement),
Maker will pay to Holder a principal payment in an amount equal to the Partial
Release Payment (as defined in the Credit Facility Agreement) payable with
respect to such Release Parcel, which shall be applied to the next due principal
payment.

            In addition, on each Principal Payment Date, as set forth in the
table below, a principal payment shall be due and payable in an amount equal to
the positive amount obtained when the unpaid principal balance of this Note, on
the Measuring Date, is reduced by the Threshold Amount applicable to that
Measuring Date, as set forth in the table below. If the Threshold Amount
applicable to a Measuring Date, as set forth in the table below, is equal to or
greater than the unpaid principal balance of this Note on that Measuring Date,
no principal payment shall be due.

Measuring Date           Principal Payment Date     Threshold Amount
--------------           ----------------------     ----------------
December 31, 2003        January 15, 2004           US $ 5,000,000
March 31, 2004           April 15, 2004             US $ 3,720,000
June 30, 2004            July 15, 2004              US $ 2,790,000
September 30, 2004       October 15, 2004           US $ 1,860,000
December 31, 2004        January 15, 2005           US $   930,000

            All payments under this Note shall be applied first to any late
charges, costs, fees and expenses due hereunder or under the other documents
executed in connection with the Loan, then to accrued but unpaid Basic Interest,
and the balance, if any, to outstanding principal. However, if an Event of
Default exists, Holder may apply the proceeds of the security for this Note in
such order and manner as Holder may determine.

            On the Due Date (as hereinafter defined), the entire unpaid
principal balance of this Note, all accrued and unpaid Basic Interest, and all
other charges or amounts owing in connection with the Loan shall be due and
payable in full. The Due Date shall mean the earlier of (i) the Maturity Date;
(ii) the date of satisfaction of this Note; or (iii) the date on which Lender or
Holder accelerates payment of the this Note due to an Event of Default.

            All payments under this Note shall be applied in accordance with the
terms and conditions of the Credit Facility Agreement. However, if an Event of
Default exists, Holder may apply the proceeds of the Loan Collateral (as defined
in the Credit Facility Agreement) in such order and manner as Holder may
determine.

            If any installment of principal, interest or any other payment
required to be made in connection with the Loan is not paid when due and, except
in the case of the


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<PAGE>

final installment for which no grace period is allowed, such breach continues
for five (5) Business Days, or if any other Event of Default exists, Holder may
at its option, without notice of any type whatsoever (including, without
limitation, notice of acceleration or intention to accelerate) or demand,
declare immediately due and payable the entire unpaid principal balance hereof,
all accrued and unpaid Basic Interest thereon, and all other obligations owing
in connection with the Loan.

            If any installment of principal and/or interest shall not be paid
within ten (10) Business Days of the date when due, a "late charge" of two
percent (2%) of the late payment may be charged by Holder for the purposes of
defraying the expense incident to handling such delinquent payments. Such late
charge represents the reasonable estimate of Maker and Lender of a fair average
compensation for the loss which may be sustained by Holder due to the failure of
the Maker to make timely payments. All late charges may be assessed without
notice to Maker, shall be due and payable monthly or the next Installment Date
after the scheduled Installment Date of the delinquent payment, and shall be in
addition to all other rights and remedies available to Holder.

            Prepayment of this Note will be permitted in whole or in part at any
time without penalty.

            No delay or omission on the part of Holder in exercising any power,
right or remedy hereunder shall operate as a waiver of any such power, right or
remedy; and no single or partial exercise of any such power, right or remedy
shall preclude any other or further exercise thereof or the exercise of any
other power, right or remedy of Holder under this Note or which may be provided
by law. Any extension or indulgence at any time allowed by Holder to Maker shall
be in reliance upon the understanding that such shall not affect or prejudice
the rights, powers, and remedies of Holder except to the extent specifically set
forth at the time in writing by Holder; and no waiver shall be construed as a
waiver of any breach or default thereafter occurring. All remedies conferred
upon Holder by this Note or any other Loan Document shall be cumulative and none
is exclusive, and such remedies may be exercised concurrently or consecutively
at Holder's option.

            If Holder undertakes to collect this Note following an Event of
Default, Maker will pay to Holder in addition to any indebtedness due and
unpaid, all costs and expenses of collection, including, without limitation,
attorneys' fees and expert witnesses' fees, whether or not legal proceedings
shall be instituted. If Holder institutes legal proceedings to enforce this
Note, the award of costs of collection, including attorneys' fees, shall be made
by the court (and not by a jury).

            Maker and every person or entity at any time liable for the payment
of the indebtedness evidenced by this Note hereby absolutely and unconditionally
waive: presentment for payment, protest or demand; notice of dishonor, protest,
demand and nonpayment of this Note; and each and every other notice of any kind
(including, without limitation, notice of acceleration or intention to
accelerate) except for notices expressly provided in this Note or in any of the
other documents securing payment of, or otherwise


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<PAGE>

related to, this Note. Maker and every such person or entity further consent to
renewals or extensions of the payment of any sums to be paid under this Note at
any time and from time to time, without limit as to the number or aggregate
period of such renewals or extensions, at the request of any other person or
entity liable for them. Any such renewals or extensions may be made without
notice to any person or entity liable for the payment of the indebtedness
evidenced by this Note.

            This Note is given and accepted as evidence of indebtedness only and
not in payment or satisfaction of any indebtedness or obligation.

            Time is of the essence with respect to all of Maker's obligations
and agreements under this Note.

            This Note and all its provisions, conditions, promises and covenants
shall be binding upon Maker, and its successors and assigns, provided nothing
herein shall be deemed Holder's consent to any assignment restricted or
prohibited by the terms of the Loan Documents. If more than one person or entity
has executed this Note as Maker, the obligations of such persons and entities
shall be joint and several.

            If any provision of this Note shall be held invalid, illegal or
unenforceable under present or future laws (all of which laws are waived to the
fullest extent possible), the validity, legality and enforceability of the
remaining provisions shall not in any way be affected thereby. In lieu of each
such illegal, invalid or unenforceable provision, there shall be added
automatically a provision that is legal, valid and enforceable and as similar in
terms to such illegal, invalid and unenforceable provision as may be possible.

            THIS NOTE HAS BEEN DELIVERED AND MAY BE SERVICED AND RETAINED IN
PHOENIX, ARIZONA. THIS NOTE AND THE RIGHTS, DUTIES AND OBLIGATIONS OF MAKER AND
HOLDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
OF THE STATE OF ARIZONA (INCLUDING, WITHOUT LIMITATION, THE RIGHT TO SEEK ANY
DEFICIENCY AFTER RESORT TO ANY COLLATERAL AND WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS) AND TO THE EXTENT THEY PREEMPT THE LAWS OF SUCH STATE, THE
LAWS OF THE UNITED STATES.

            EACH OF MAKER AND (BY ACCEPTANCE HEREOF) HOLDER: (A) HEREBY
IRREVOCABLY SUBMITS ITSELF TO THE PROCESS, JURISDICTION AND VENUE OF THE COURTS
OF THE STATE OF ARIZONA, MARICOPA COUNTY, AND TO THE PROCESS, JURISDICTION, AND
VENUE OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA, FOR THE
PURPOSES OF SUIT, ACTION OR OTHER PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
NOTE OR THE SUBJECT MATTER HEREOF, OR, IF HOLDER INITIATES SUCH ACTION, ANY
COURT IN WHICH HOLDER SHALL INITIATE SUCH ACTION AND THE CHOICE OF SUCH VENUE
SHALL IN ALL INSTANCES BE AT HOLDER'S ELECTION; AND (B) WITHOUT


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<PAGE>

LIMITING THE GENERALITY OF THE FOREGOING, HEREBY WAIVES AND AGREES NOT TO ASSERT
BY WAY OF MOTION, DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING
ANY CLAIM THAT SUCH PERSON IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE
ABOVE-NAMED COURTS, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER. EACH OF MAKER AND (BY ACCEPTANCE HEREOF) HOLDER HEREBY WAIVES THE
RIGHT TO COLLATERALLY ATTACK ANY JUDGMENT OR ACTION IN ANY OTHER FORUM.

            MAKER AND (BY ACCEPTANCE HEREOF) HOLDER ACKNOWLEDGE AND AGREE THAT
ANY CONTROVERSY WHICH MAY ARISE UNDER THIS NOTE OR ANY OF THE OTHER LOAN
DOCUMENTS WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES; AND THEREFORE, THEY
AGREE THAT ANY LAWSUIT ARISING OUT OF ANY SUCH CONTROVERSY SHALL BE TRIED BY A
JUDGE SITTING WITHOUT A JURY, AND KNOWINGLY AND VOLUNTARILY WAIVE TRIAL BY JURY
IN ANY SUCH PROCEEDING.

            MAKER HAS NO RIGHT TO EXTEND OR RENEW THIS NOTE OR THE LOAN.

            ALL OF THE PROVISIONS SET FORTH ABOVE ARE A MATERIAL INDUCEMENT FOR
LENDER'S MAKING THE LOAN TO MAKER.

[MAKER'S INITIALS (___DB____)]

            It is the intent of the parties to comply with the applicable usury
law ("Applicable Usury Law") chosen by Maker and Lender in the preceding
paragraphs, or any other usury law applicable. Accordingly, it is agreed that
notwithstanding any provisions to the contrary in the Credit Facility Agreement
or any of the Loan Documents, in no event shall any Loan Document require the
payment or permit the collection of interest in excess of the maximum contract
rate permitted by the Applicable Usury Law. If (a) any such excess of interest
otherwise would be contracted for, charged or received from Maker or otherwise
in connection with the Loan, or (b) the maturity of the indebtedness evidenced
by this Note is accelerated in whole or in part, or (c) all or part of the
principal or interest of this Note shall be prepaid, so that under any of such
circumstances the amount of interest contracted for, charged or received in
connection with the Loan would exceed the maximum contract rate permitted by the
Applicable Usury Law, then in any such event: (1) the provisions of this
paragraph shall govern and control; (2) neither Maker nor any other person or
entity now or hereafter liable for the payment hereof will be obligated to pay
the amount of such interest to the extent that it is in excess of the maximum
contract rate permitted by the Applicable Usury Law; (3) any such excess which
may have been collected shall be either applied as a credit against the then
unpaid principal amount hereof or refunded to Maker, at the Holder's option; and
(4)


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<PAGE>

the effective rate of interest will be automatically reduced to such rate as
will enable Holder to receive the maximum amount of interest permitted by the
Applicable Usury Law. It is further agreed, without limiting the generality of
the foregoing, that to the extent permitted by the Applicable Usury Law: (x) all
calculations of the rate of interest which are made for the purpose of
determining whether such rate would exceed the maximum contract rate permitted
by the Applicable Usury Law shall be made by amortizing, prorating, allocating
and spreading during the period of the full stated term of the Loan, all
interest at any time contracted for, charged or received from Maker or otherwise
in connection with the Loan; and (y) if the effective rate of interest on the
Loan should at any time exceed the maximum contract rate allowed under the
Applicable Usury Law, such excess interest that would otherwise have been
collected had there been no ceiling imposed by the Applicable Usury Law shall be
paid to Holder from time to time, if and when the effective interest rate on the
Loan otherwise falls below the maximum amount permitted by the Applicable Usury
Law, to the extent that interest paid to the date of calculation does not exceed
the maximum contract rate permitted by the Applicable Usury Law, until the
entire amount of interest which would have otherwise been collected had there
been no ceiling imposed by the Applicable Usury Law has been paid in full. Maker
further agrees that should the maximum contract rate permitted by the Applicable
Usury Law be increased at any time hereafter because of a change in the law,
then to the extent not prohibited by the Applicable Usury Law, such increases
shall apply to all indebtedness evidenced hereby regardless of when incurred;
but, again to the extent not prohibited by the Applicable Usury Law, should the
maximum contract rate permitted by the Applicable Usury Law be decreased because
of a change in the law, such decreases shall not apply to the indebtedness
evidenced hereby regardless of when incurred.

            Maker warrants and represents that the Loan is for business or
investment purposes.

            This Note is secured by, among other things, a Mortgage and
Financing Statement (with Security Agreement and Assignment of Leases, Rents,
Sales Documents, Sales Proceeds and Developer's Rights) encumbering real and
personal property owned by Maker and located in St. Johns County, Florida
("Security Document").

                            [Signature page follows]


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<PAGE>

            All notices, demands, documents, or other writings required or
permitted to be given by Maker or Holder hereunder shall be given and deemed
delivered in accordance with the provisions of the Security Document.

                                        BORROWER:

                                        BLUEGREEN VACATIONS UNLIMITED, INC., a
                                        Florida corporation


                                        By: /S/ DAVID BIDGOOD
                                           -------------------------------------
                                        Type/Print Name: DAVID BIDGOOD
                                                        ------------------------
                                        Title: VP
                                             -----------------------------------

                                        |X| Check here to verify that Borrower
                                        has initialed previous paragraph
                                        requiring initials.

STATE OF FLORIDA)
                        ss.
County of PALM BEACH)

      The foregoing instrument was acknowledged before me this 28th day of
AUGUST 2003, by DAVID BIDGOOD, the VICE PRESIDENT of Bluegreen Vacations
Unlimited, Inc., a Florida Corporation, on behalf of such corporation.

            IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                                   /S/ JEFFREY LORENZ
                                              ----------------------------------
                                              Notary Public in and for the State
                                              and County aforesaid

My commission expires:


       11/11/05
----------------------


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