Exhibit 4.11

                             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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                          FOURTH SUPPLEMENTAL INDENTURE


                          Dated as of December 31, 2001


--------------------------------------------------------------------------------

                                       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>

                          FOURTH SUPPLEMENTAL INDENTURE

     THIS FOURTH SUPPLEMENTAL  INDENTURE (the "Supplemental  Indenture") is made
as  of  the  31st  day  of  December,  2001,  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 and as further  amended and
supplemented by a Third  Supplemental  Indenture thereto dated as of October 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 9.02 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,  with the written  consent of the
Noteholders  of not less than a majority in  aggregate  principal  amount of the
Notes outstanding,  may amend the Indenture, subject to certain exceptions (none
of which is applicable to the amendments (the "Amendments") contained in Section
2.01 of this Supplemental Indenture) specified in Section 9.02 of the Indenture;
and

     WHEREAS,  pursuant  to its Request  for  Consent to Certain  Amendments  to
Indenture,  dated  July  2,  2001  (the  "Consent  Solicitation"),  the  Company
solicited consents of the Noteholders to the Amendments,  which if adopted would
(i) amend the definition of the term "Subsidiary Guarantor" contained in Section
1.01 of the  Indenture,  (ii) amend  Section 4.09 of the  Indenture as set forth
below, and (iii) amend Section 4.11 of the Indenture as set forth below; and

     WHEREAS, the Noteholders of not less than a majority in aggregate principal
amount of the outstanding  Notes have duly consented to the Amendments set forth
in this Supplemental Indenture in accordance with Section 9.02 of the Indenture;
and

<PAGE>

     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) evidence of the written consent of the Noteholders described in
the  immediately   preceding  paragraph,   (iii)  an  Officers'  Certificate  in
compliance with and to the effect set forth in Sections 1.01,  7.02,  9.02, 9.06
and 12.04 of the  Indenture,  and (iv) an Opinion of Counsel in compliance  with
and to the effect set forth in Sections 1.01,  7.02, 9.02, 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;

     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
                              AMENDMENTS AND WAIVER

     SECTION 2.01. Amendments.  Subject to Section 3.01 hereof, the Indenture is
hereby amended in the following respects:

     (a)  The  definition  of  "Subsidiary  Guarantor"  in  Section  1.01 of the
Indenture is hereby amended and restated to read as follows:

          "Subsidiary  Guarantor"  means  each  Subsidiary  of  the  Company  in
          existence  on  the  Issue  Date  and  each   Subsidiary   (other  than
          Unrestricted  Subsidiaries)  created or acquired by the Company  after
          the Issue  Date,  other  than BG Aruba,  Resort  Title  Agency,  Inc.,
          Bluegreen/Big Cedar Vacations LLC, any Receivables  Subsidiary and any
          Subsidiary  which is  established  and  continues  to operate  for the
          limited purpose of holding a real estate  broker's  license and acting
          as a broker for the  benefit of the Company  and its  Subsidiaries  in
          connection  with the sale of real estate or Timeshare  Interests,  and
          certain other  Subsidiaries  which have individually less than $50,000
          of assets.


                                       2
<PAGE>

     (b) Section 4.09 of the  Indenture  is hereby  amended by deleting the word
"and"  appearing  after  clause  "(b)(xi)"  thereof  and by adding a new  clause
"(b)(xii)"  thereto and amending and  restating the existing  clause  "(b)(xii)"
thereof to read as follows:

          (xii)   Indebtedness  of  any  Receivables   Subsidiary   Incurred  in
                  connection  with any receivables  securitization  or financing
                  transactions; and

          (xiii)  Indebtedness (other than Indebtedness described in clauses (i)
                  - (xii)) in a principal amount which, when taken together with
                  the  principal  amount  of  all  other  Indebtedness  Incurred
                  pursuant to this clause (xiii) and then outstanding,  will not
                  exceed $10.0 million.

     (c) Section 4.11 of the Indenture is hereby amended by adding at the end of
paragraph (a) thereof the following proviso:

          ;  provided,  however,  that clause (iii) above shall not apply to any
          Affiliate Transaction involving Bluegreen/Big Cedar Vacations LLC.

                                   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.

     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


                                       3
<PAGE>

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.


                                       4
<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


                                         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.
                                         BLUEGREEN SOUTHWEST LAND, INC.
                                         GENERAL PARTNER


                                         By: /S/ RANDI S. TOMPKINS
                                            ------------------------------------
                                            Name: Randi S. Tompkins
                                            Title: Vice President of General
                                                   Partner


                                         BLUEGREEN ASSET MANAGEMENT CORPORATION


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


                                       5
<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


                                       6
<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/ ALLAN J. HERZ
                                            ------------------------------------
                                            Name: Allan J. Herz
                                            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


                                       7
<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: 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: President


                                       8
<PAGE>


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                                       9
<PAGE>


                                        SUNTRUST BANK, As Trustee


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



                                       10