EXHIBIT 10.117

                                                                  EXECUTION COPY

                               TRANSFER SUPPLEMENT

            TRANSFER SUPPLEMENT, dated as of the date set forth in Item 1 of
Schedule I hereto (this "Supplement"), among the transferor Purchaser set forth
in Item 2 of Schedule I hereto (the "Transferor Purchaser"), the Purchasing
Purchaser set forth in Item 3 of Schedule I hereto (the "Purchasing Purchaser")
and ING Capital LLC ("ING"), as Agent for the Purchasers under, and as defined
in, the Note Purchase Agreement described below (in such capacity, the "Agent").

                              W I T N E S S E T H:

            WHEREAS, this Supplement is being executed and delivered in
accordance with subsection 8.1(e) of the Amended and Restated Note Purchase
Agreement, dated as of April 17, 2002, among BXG RECEIVABLES NOTE TRUST 2001-A,
as Issuer, BLUEGREEN CORPORATION, as Seller and Servicer ("Bluegreen"),
BLUEGREEN RECEIVABLES FINANCE CORPORATION V, as Depositor, the Purchasers
parties thereto and the Agent (as from time to time amended, supplemented or
otherwise modified in accordance with the terms thereof, the "Note Purchase
Agreement"); unless otherwise defined herein, terms defined in the Note Purchase
Agreement are used herein as therein defined;

            WHEREAS, there is one outstanding Note issued pursuant to the Note
Purchase Agreement and the Indenture and such Note is registered in the name of
the Agent, as nominee for the Purchasers;

            WHEREAS, the Purchasing Purchaser wishes to (i) become a Purchaser
party to the Note Purchase Agreement and (ii) acquire and assume from the
Transferor Purchaser, all of its interests in the Notes and all of the
Transferor Purchaser's rights, obligations and commitments as a Noncommitted
Purchaser under the Note Purchase Agreement;

            WHEREAS, the Transferor Purchaser wishes to sell and assign to the
Purchasing Purchaser, such Notes and such rights, obligations and commitments
under the Note Purchase Agreement;

            WHEREAS, simultaneous with the effectiveness hereof, ING, in its
capacity as the Committed Purchaser to the Note Purchase Agreement, will assign
to Resort Finance LLC pursuant to a Transfer Supplement dated the date hereof
(the "Other Supplement"), all of such Committed Purchaser's rights and
obligations under the Note Purchase Agreement and, in addition, will resign as
Agent under the Note Purchase Agreement and the other Related Documents.

            NOW, THEREFORE, the parties hereto hereby agree as follows:

1.    Upon receipt by the Agent of five counterparts of this Supplement, to each
      of which is attached a fully completed Schedule I and Schedule II, each of
      which has been executed


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      by the Transferor Purchaser, the Purchasing Purchaser, the Issuer and the
      Agent, the Agent will transmit to the Servicer, the Seller, the Issuer,
      the Depositor, the Indenture Trustee, the Transferor Purchaser and the
      Purchasing Purchaser a Transfer Effective Notice, substantially in the
      form of Schedule III to this Supplement (a "Transfer Effective Notice").
      Such Transfer Effective Notice shall be executed by the Agent and shall
      set forth, inter alia, the date on which the transfer effected by this
      Supplement shall become effective (the "Transfer Effective Date"). From
      and after the Transfer Effective Date the Purchasing Purchaser shall be a
      Purchaser party to the Note Purchase Agreement for all purposes thereof as
      a Noncommitted Purchaser or Committed Purchaser and, if applicable, a
      Liquidity Provider, as specified on Schedule II to this Supplement.

2.    At or before 12:00 Noon, local time of the Transferor Purchaser, on the
      Transfer Effective Date, the Purchasing Purchaser shall pay to the
      Transferor Purchaser, in immediately available funds, an amount equal to
      the Purchase Price, of the portion set forth on Schedule II hereto being
      purchased by such Purchasing Purchaser of the outstanding advances under
      the Note owned by the Transferor Purchaser (such Purchasing Purchaser's
      "Purchase Percentage") and other amounts owing to the Transferor Purchaser
      under the Note Purchase Agreement or otherwise in respect of the Notes.
      Effective upon receipt by the Transferor Purchaser of the Purchase Price
      from the Purchasing Purchaser, the Transferor Purchaser hereby irrevocably
      sells, assigns and transfers to the Purchasing Purchaser, without
      recourse, representation or warranty (except as specified herein), and the
      Purchasing Purchaser hereby irrevocably purchases, takes and assumes from
      the Transferor Purchaser, the Purchasing Purchaser's Purchase Percentage
      of (i) the presently outstanding Invested Amount under the Notes owned by
      the Transferor Purchaser and other amounts owing to the Transferor
      Purchaser in respect of the Notes, together with all instruments,
      documents and collateral security pertaining thereto, and (ii) the
      Purchasing Purchaser's Purchase Percentage of (A) if the Transferor
      Purchaser is a Noncommitted Purchaser, the Noncommitted Purchaser
      Percentage of the Transferor Purchaser and the other rights and duties of
      the Transferor Purchaser under the Note Purchase Agreement, or (B) if the
      Transferor Purchaser is a Committed Purchaser, the Commitment Percentage,
      the Liquidity Percentage, if applicable, and the Commitment of the
      Transferor Purchaser and other rights, duties and obligations of the
      Transferor Purchaser under the Note Purchase Agreement. This Supplement is
      intended by the parties hereto to effect a purchase by the Purchasing
      Purchaser and sale by the Transferor Purchaser of interests in the Notes,
      and it is not to be construed as a loan or a commitment to make a loan by
      the Purchasing Purchaser to the Transferor Purchaser. The Transferor
      Purchaser hereby confirms that the amount of the Outstanding Amount of the
      Notes is $59,394,020.93 and its Percentage Interest thereof is 0%, which
      equals $0 as of October 8, 2003; therefore, the parties hereto agree that
      the "Purchase Price" is equal to $0. Upon and after the Transfer Effective
      Date (until further modified in accordance with the Note Purchase
      Agreement), the Noncommitted Purchaser Percentage or Commitment
      Percentage, as applicable of the Transferor Purchaser and the Purchasing
      Purchaser and the Commitment and the Liquidity Percentage, if applicable,
      if any, of the Transferor Purchaser and the Purchasing Purchaser shall be
      as set forth in Schedule II to this Supplement.


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3.    The Transferor Purchaser has made arrangements with the Purchasing
      Purchaser with respect to (i) the portion, if any, to be paid, and the
      date or dates for payment, by the Transferor Purchaser to the Purchasing
      Purchaser of any fees heretofore received by the Transferor Purchaser
      pursuant to the Note Purchase Agreement prior to the Transfer Effective
      Date and (ii) the portion, if any, to be paid, and the date or dates for
      payment, by the Purchasing Purchaser to the Transferor Purchaser of fees
      or interest received by the Purchasing Purchaser pursuant to the Note
      Purchase Agreement or otherwise in respect of the Notes from and after the
      Transfer Effective Date.

4.    All principal payments that would otherwise be payable from and after the
      Transfer Effective Date to or for the account of the Transferor Purchaser
      in respect of the Notes shall, instead, be payable to or for the account
      of the Transferor Purchaser and the Purchasing Purchaser, as the case may
      be, in accordance with their respective interests as reflected in this
      Supplement. All interest, fees and other amounts that would otherwise
      accrue for the account of the Transferor Purchaser from and after the
      Transfer Effective Date pursuant to the Note Purchase Agreement or in
      respect of the Notes shall, instead, accrue for the account of, and be
      payable to or for the account of, the Transferor Purchaser and the
      Purchasing Purchaser, as the case may be, in accordance with their
      respective interests as reflected in this Supplement. In the event that
      any amount of interest, fees or other amounts accruing prior to the
      Transfer Effective Date was included in the Purchase Price paid by the
      Purchasing Purchaser to the Transferor Purchaser, the Transferor Purchaser
      has received such amounts from the Issuer to the extent that it was
      entitled thereto and such amounts are received by the Transferor Purchaser
      on or after the Transfer Effective Date, the Transferor Purchaser and the
      Purchasing Purchaser will make appropriate arrangements for payment by the
      Transferor Purchaser to the Purchasing Purchaser of such amount.

5.    Concurrently with the execution and delivery hereof, the Purchasing
      Purchaser will deliver to the Agent, the Issuer and the Indenture Trustee
      an executed investor representation letter certifying that it is an
      "accredited investor" as defined by Rule 501 of the Securities Act. The
      Issuer acknowledges the foregoing and waives any requirement contained in
      the Note Purchase Agreement that the Purchasing Purchaser be a "qualified
      institutional buyer" as defined by Rule 144A of the Securities Act.

6.    Each of the parties to this Supplement agrees and acknowledges that (i) at
      any time and from time to time upon the written request of any other
      party, it will execute and deliver such further documents and do such
      further acts and things as such other party may reasonably request in
      order to effect the purposes of this Supplement, and (ii) the Agent shall
      apply each payment made to it under the Note Purchase Agreement, whether
      in its individual capacity or as Agent, in accordance with the provisions
      of the Note Purchase Agreement, as appropriate.

7.    (A) By executing and delivering this Supplement, the Purchasing Purchaser
      confirms and agrees with the Transferor Purchaser and the Agent as
      follows: (i) each Purchasing Purchaser confirms that it has received a
      copy of such documents and information as it has deemed appropriate to
      make its own credit analysis and, based on such analysis, has made the
      decision to enter into this Supplement; (ii) each Purchasing Purchaser
      will,


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      independently and without reliance upon the Agent, the Transferor
      Purchaser or any other Purchaser and based on such documents and
      information as it shall deem appropriate at the time, continue to make its
      own credit decisions in taking or not taking action under the Note
      Purchase Agreement or the Indenture; (iii) each Purchasing Purchaser
      appoints and authorizes the Agent to take such action as agent on its
      behalf and to exercise such powers under the Note Purchase Agreement and
      the Indenture as are delegated to the Agent by the terms thereof, together
      with such powers as are reasonably incidental thereto, all in accordance
      with Section 7 of the Note Purchase Agreement; and (iv) each Purchasing
      Purchaser agrees (for the benefit of the Transferor Purchaser, the Issuer,
      the Agent, the Purchasers, the Indenture Trustee, the Depositor, the
      Seller, the Servicer and the Issuer) that it will perform in accordance
      with their terms all of the obligations which by the terms of the Note
      Purchase Agreement are required to be performed by it as a Purchaser.

      (B) By executing and delivering this Supplement, the Transferor Purchaser
      confirms and agrees with the Purchasing Purchaser as follows: (i) it is
      the legal and beneficial owner of the interest being assigned hereby free
      and clear of any adverse claim, (ii) it has not received written notice
      from Bluegreen stating that an Amortization Event (NPA) has occurred, and
      (iii) it has not received any written notice from Bluegreen stating that a
      material adverse event has occurred which would affect the financial
      condition of the Seller, the Servicer, the Depositor, the Issuer or the
      Indenture Trustee or their respective abilities to perform or observe
      their obligations under the Transaction Documents.

8.    Schedule II hereto sets forth the revised Noncommitted Purchaser
      Percentage or the revised Commitment Percentage, the revised Liquidity
      Percentage, if applicable, and Commitment of the Transferor Purchaser, as
      applicable, the Noncommitted Purchaser Percentage or the Commitment
      Percentage, the Liquidity Percentage, if applicable, Commitment and
      Commitment Expiration Date of the Purchasing Purchaser, as applicable, and
      the initial Investing Office of the Purchasing Purchaser, as well as
      administrative information with respect to the Purchasing Purchaser.

9.    Simultaneously with the delivery by the Transferor Purchaser, as Agent, of
      the Transfer Effective Notice pursuant to paragraph 1 above and receipt of
      the Purchase Price as defined herein and in the Other Supplement, ING as
      Agent and nominee for the Purchasers, is hereby instructed to surrender
      the Note to the Indenture Trustee for transfer, without recourse, to
      Resort Finance LLC, as successor Agent under the Note Purchase Agreement.

10.   THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
      THE LAWS OF THE STATE OF NEW YORK.

      IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
executed by their respective duly authorized officers on Schedule I hereto as of
the date set forth in Item 1 of Schedule I hereto.


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                                                                   SCHEDULE I TO
                                                             TRANSFER SUPPLEMENT

                          COMPLETION OF INFORMATION AND
                       SIGNATURES FOR TRANSFER SUPPLEMENT

            Re:   Amended and Restated Note Purchase Agreement, dated as of
                  April 17, 2002, among BXG RECEIVABLES NOTE TRUST 2001-A,
                  BLUEGREEN CORPORATION, as Seller and Servicer, BLUEGREEN
                  RECEIVABLES FINANCE CORPORATION V, as Depositor, the
                  Purchasers party thereto and ING CAPITAL LLC, as Agent.

Item 1: Date of Transfer Supplement:  October 8, 2003

Item 2: Transferor Purchaser:         ING Capital LLC

Item 3: Purchasing Purchaser:         Resort Finance LLC

Item 4: Signatures of Parties to Agreement:

                                     ING CAPITAL LLC, as Transferor Purchaser


                                     By:  /S/ SALAH SAABNEH
                                          --------------------------------------
                                          Name: SALAH SAABNEH
                                          Title: VICE PRESIDENT

                                     RESORT FINANCE LLC, as Purchasing Purchaser


                                     By:  /S/ THOMAS A. PERROTT
                                          --------------------------------------
                                          Name: THOMAS A. PERROTT
                                          Title: VICE PRESIDENT


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CONSENTED TO AND ACCEPTED BY:


ING CAPITAL LLC, as Agent

By: /S/ SALAH SAABNEH
    -------------------------------------------
    Name:
    Title:


BXG RECEIVABLES NOTE TRUST 2001-A

By: WILMINGTON TRUST COMPANY,
    not in its individual capacity, but solely as Owner Trustee

By: /S/ JEANNE OLLER
    -------------------------------------------
    Name: JEANNE M. OLLER
    Title: FINANCIAL SERVICES OFFICER


BLUEGREEN CORPORATION, as Seller and Servicer

By: /S/ ALLAN J. HERZ
    -------------------------------------------
    Name: ALLAN J. HERZ
    Title: VICE PRESIDENT


BLUEGREEN RECEIVABLES FINANCE CORPORATION V, as Depositor

By: /S/ ALLAN J. HERZ
    -------------------------------------------
    Name: ALLAN J. HERZ
    Title: PRESIDENT & SECRETARY


U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and Custodian

By: /S/ TAMARA SCHULTZ-FUGH
    -------------------------------------------
    Name: TAMARA SCHULTZ-FUGH
    Title: VICE PRESIDENT


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                                                                  SCHEDULE II TO
                                                             TRANSFER SUPPLEMENT

                      LIST OF INVESTING OFFICES, ADDRESSES
                    FOR NOTICES, ASSIGNED INTERESTS, PURCHASE
                  AND COMMITMENT PERCENTAGES AND PURCHASE PRICE

ING CAPITAL LLC

A.    Noncommitted Purchaser: Yes

      If applicable:

          Noncommitted Purchaser Percentage:

          Transferor Purchaser
          Noncommitted Purchaser Percentage
          Prior to Sale:                                                    100%

          Noncommitted Purchaser Percentage Sold:                           100%

          Noncommitted Purchaser Percentage Retained:                         0%

          Liquidity Providers and Liquidity Percentages after Sale:

          ______________________                                             N/A

          ______________________                                             N/A

          ______________________                                             N/A


B.    Committed Purchaser: No

      If applicable:

          Commitment Percentage:

          Transferor Purchaser Commitment Percentage
          Prior to Sale:                                                     N/A

          Commitment Percentage Sold:                                        N/A

          Commitment Percentage Retained:                                    N/A

          Commitment:

          Transferor Purchaser Commitment
          Prior to Sale:                                                     N/A


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          Commitment Sold:                                                   N/A

          Commitment Retained                                                N/A

C.    Liquidity Commitment:

      Related Noncommitted Purchaser:                                        N/A

      Liquidity Percentage Prior to Sale:                                    N/A

      Liquidity Percentage Sold:                                             N/A

      Liquidity Percentage Retained:                                         N/A


D.    Outstanding Amount of Notes:

      Transferor Purchaser
      Outstanding Amount of Notes Prior to Sale:                  $59,394,020.93

      Outstanding Amount of Notes Sold:                           $59,394,020.93

      Outstanding Amount of Notes Retained:                                   $0

E.    Purchase Percentage:                                                  100%

Resort Finance LLC

A.    Noncommitted Purchaser:  Yes

      If applicable:

          Initial Noncommitted Purchaser Percentage:                         N/A

          Liquidity Providers and Liquidity Percentages after Sale:

          ______________________                                             N/A

          ______________________                                             N/A

          ______________________                                             N/A

B.    Committed Purchaser:  No

      If applicable:

          Committed Percentage:                                              N/A

          Commitment:                                                        N/A


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          Related Noncommitted Purchaser:                                    N/A

          Liquidity Percentage:                                              N/A

C.    Outstanding Amount of Notes Owned Immediately After Sale:   $59,394,020.93


Address for Notices:                       Resort Finance LLC
                                           4 Marshall Street,
                                           North Adams, MA 02147
                                           Attn: Tracy A. Gaylord, President

Investing Office:                          Resort Finance LLC
                                           4 Marshall Street,
                                           North Adams, MA 02147
                                           Attn: Tracy A. Gaylord, President


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                                                                 SCHEDULE III TO
                                                             TRANSFER SUPPLEMENT

                                     Form of
                            Transfer Effective Notice

      To:   BXG Note Receivables Trust 2001-A
            Bluegreen Corporation
            U.S. Bank National Association
            Resort Finance LLC
            ING Capital LLC

            The undersigned, as Agent under the Note Purchase Agreement (the
"Note Purchase Agreement"), dated as of April 17, 2002, among BXG RECEIVABLES
NOTE TRUST 2001-A, as Issuer, BLUEGREEN CORPORATION, as Seller and Servicer,
BLUEGREEN RECEIVABLES FINANCE CORPORATION V, as Depositor, the Purchasers
parties thereto and ING Capital LLC, as Agent for the Purchasers thereunder,
acknowledges receipt of five executed counterparts of a completed Transfer
Supplement. Terms defined in such Supplement are used herein as therein defined.

            Pursuant to such Transfer Supplement, you are advised that the
Transfer Effective Date will be October 8, 2003.

            Effective immediately, ING Capital LLC resigns as Agent under the
Note Purchase Agreement.

Very truly yours,

ING CAPITAL, as Agent


By: /S/ SALAH SAABNEH
    ---------------------
    Name:
    Title:


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