EXHIBIT 10.133


               AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENT


     This Amendment Number Two to Loan and Security  Agreement  ("Amendment") is
entered into as of November 9, 2001, by and between BLUEGREEN CORPORATION, f/k/a
Patten  Corporation,  a  Massachusetts  corporation  ("Borrower"),  and FOOTHILL
CAPITAL  CORPORATION,  a California  corporation  ("Foothill"),  in light of the
following:

     FACT ONE:  Borrower and Foothill have previously  entered into that certain
Amended and Restated Loan and Security Agreement, dated as of September 23, 1997
(the "Loan Agreement").

     FACT TWO:  Borrower and Foothill have previously  entered into that certain
Amendment  Number One to Loan and  Security  Agreement,  dated as of December 1,
2000  (the  "First  Amendment":  the Loan  Agreement  as  amended  by the  First
Amendment is hereinafter referred to as the "Agreement").

     FACT THREE: Borrower and Foothill desire to amend the Agreement as provided
for and on the conditions herein.

     NOW,  THEREFORE,  Borrower and Foothill  hereby  amend and  supplement  the
Agreement as follows:

     1.  DEFINITIONS.  All initially  capitalized  terms used in this  Amendment
shall  have the  meanings  given to them in the  Agreement  unless  specifically
defined herein.

     2. AMENDMENTS.

     (a)  The  following  new  definitions  are  added  to  Section  1.1  of the
Agreement:

         ""Pledged T Notes" means a note or notes which  corresponds to the sale
         by Borrower of time-share  intervals in  properties  owned by Borrower,
         and  otherwise  conforms to the  standards  set forth in Schedule  PN-A
         attached  hereto and  incorporated  by reference  hereby,  and which is
         pledged to secure advances under the T Line Advances."

         ""T Line Advances" has the meaning set forth in Section 2.8 hereof."

         ""T Line  Borrowing  Base"  means an amount  equal to the sum of ninety
         percent  (90%)  of the  unpaid  principal  balance,  at the time of the
         advance with respect to Pledged T Notes, discounted to thirteen percent
         (13%),  at the time of the advance  with respect to fixed rate notes if
         the minimum  weighted  average coupon rate of the entire Pledged T Note
         Pool is less than thirteen percent (13%)."


<PAGE>

     (b) The  definition of "Note  Mortgages" in Section 1.1 of the Agreement is
deleted in its entirety and the following substituted in its place and stead:

         ""Note  Mortgages"  means those  certain  deeds of trust,  mortgages or
         security  interests,  including  those  securing  the  repayment of the
         interests  of the note makers of Pledged T Notes,  encumbering  certain
         real property or real or personal property  interests,  which serves as
         collateral  for the  repayment  of the  Pledged A Notes,  the Pledged B
         Notes, and the Pledged T Notes."

     (c) The  definition  of "Pledged  Notes" in Section 1.1 of the Agreement is
deleted in its entirely and the following substituted in its place and stead:

         ""Pledged Notes" means  collectively the Pledged A Notes, the Pledged B
         Notes, and the Pledged T Notes."

     (d)  Sections  2.4(a) of the Loan  Agreement is deleted in its entirety and
the following substituted in its place and stead:

         "(a) Interest Rate. All Obligations  (other than  Obligations  incurred
         pursuant to Section 2.2 above) shall bear interest, on the actual Daily
         Balance,   computed  as  follows:   (i)  should  the  average   monthly
         outstanding  loan balance on advances made pursuant to Sections 2.1 and
         2.8 above equal or exceed  $5,000,000 for any month,  then the interest
         rate  charged  on all  Obligations  (other  than  Obligations  incurred
         pursuant  to Section  2.2 above) for such month  shall be computed at a
         rate equal to one-half (1/2) percentage point above the Reference Rate;
         (ii) should the average  monthly  outstanding  loan balance on advances
         made pursuant to Sections 2.1 and 2.8 above be less than $5,000,000 for
         any month,  then the interest  rate charged on all  Obligations  (other
         than Obligations incurred pursuant to Section 2.2 above) for such month
         shall be computed at a rate equal to one (1) percentage point above the
         Reference Rate. The Obligations  arising out of Land Inventory Advances
         set forth in  Section  2.2 shall bear  interest  on the  average  Daily
         Balance,  at a rate of one (1)  percentage  point  above the  Reference
         Rate."

     (e) The first sentence of Section 2.4(c) of the Loan Agreement, as added to
the Loan  Agreement by the First  Amendment,  is deleted in its entirety and the
following substituted in its place and stead:

         "In no event shall the rate of interest  chargeable  hereunder  be less
         than seven percent (7%) per annum."

     (f) Section 2.7(c) of the Loan Agreement is deleted in its entirety and the
following substituted in its place and stead:

         "Financial Examination,  Documentation,  and Appraisal Fees. Foothill's
         customary fee of Six Hundred Dollars ($600) per day per examiner,  plus


                                       2
<PAGE>
          out-of-pocket  expenses for each financial analysis and examination of
          Borrower  performed  by Foothill or its agents;  Foothill's  customary
          appraisal  fee of  Seven  Hundred  Fifty  Dollars  ($750)  per day per
          appraiser,  plus  out-of-pocket  expenses  for each  appraisal  of the
          Collateral performed by Foothill or its agents."

     (g) Section 2.7(d) of the Loan Agreement is deleted in its entirety and the
following substituted in its place and stead:

         "Servicing  Fee. On the first day of each month following the Effective
         Date during the term of this  Agreement,  and thereafter so long as any
         Obligations are outstanding,  a servicing fee in an amount equal to Two
         Thousand Dollars ($2,000) per month."

     (h) There is added a new Section 2.7(e) to the Loan Agreement as follows:

         "Pledged T Note Financing Fee. On each and every Pledged T Note Advance
         made pursuant to Section 2.8 hereof,  Borrower  shall pay to Foothill a
         fee in an amount  equal to one  percent  (1%) of the total of each such
         advance."

     (i) There is added a new Section 2.8 to the Loan Agreement as follows:

         "2.8 Advances Against Pledged T Notes.

               "(a) In  addition  to the  Pledged A Note  Advances  set forth in
                    Section 2.1 hereof, the Land Inventory Advances set forth in
                    Section  2.2 hereof,  and the Term Loan and B Line  Advances
                    set forth in Section  2.3  hereof,  subject to the terms and
                    conditions  of this  Agreement,  and  further  for a  period
                    through and  including  December 31, 2003 only,  and further
                    provided  Borrower is not in default  hereunder  (subject to
                    grace periods,  if any),  including,  specifically,  Section
                    6.13 hereof,  Foothill  agrees to make  advances to Borrower
                    upon the pledge to  Foothill of the Pledged T Notes ("T Line
                    Advances")  in an amount not to exceed the T Line  Borrowing
                    Base.

               "(b) Anything   to  the   contrary   in   subsection   (a)  above
                    notwithstanding,  Foothill  may  reduce  its  advance  rates
                    without  declaring an event of default if it determines,  in
                    its  reasonable   discretion,   that  there  is  a  material
                    impairment of the prospect of repayment of any or all or any
                    portion of its Obligations,  or a material impairment of the
                    value or priority of  Foothill's  security  interests in the
                    Collateral.

               "(c) Foothill shall have no obligation to make T Line Advances to
                    the  extent  that  T Line  Advances  exceed  the  sum of Ten


                                       3
<PAGE>

                    Million  Dollars   ($10,000,000)  and/or  total  lending  to
                    Borrower would exceed the Maximum Amount.

               "(d) Borrower  agrees to  establish  and  maintain  a  designated
                    deposit account for the purpose of receiving the proceeds of
                    the advances made by Foothill  hereunder.  Unless  otherwise
                    agreed to in writing by Foothill and  Borrower,  any advance
                    requested by Borrower and made by Foothill  hereunder  shall
                    be made to such designated deposit account.

               "(e) T Line  Advances made pursuant to this Section 2.8 shall not
                    be made more  frequently  than  monthly,  or in amounts less
                    than Five Hundred Thousand Dollars ($500,000) per advance."

     (j) The introductory  sentence to Section 3.4 and Sub-sections  3.4(a), (b)
and (c) of the  Agreement  are  deleted  in  their  entirely  and the  following
substituted in its place and stead:

         "3.4 Conditions  Precedent to A Line, B Line, and T Line Advances.  The
         following  shall be  additional  conditions  precedent to all A Line, B
         Line and T Line Advances hereunder:

          "(a) Foothill shall have received the originals of the Pledged A Notes
               and/or the Pledged B Notes  and/or the Pledged T Notes,  properly
               endorsed to Foothill or its agent;

          "(b) Foothill   shall  have   received  the   originals   (except  for
               assignments  of the Note  Mortgages,  for  which  Foothill  shall
               receive a copy) of all security  which serves as security for the
               repayment  of the  Pledged A Notes  and/or  the  Pledged B Notes,
               including  the Note  Mortgages  and  policies of title  insurance
               insuring same, properly assigned to Foothill or its agent; and

          "(c) the  standards  for Pledged A Notes and Pledged T Notes set forth
               in Schedule  PN-A  herein  shall be fully  complied  with and the
               standards  for Pledged B Notes set forth in Schedule  PN-B herein
               shall be fully complied with."

     (k) The  following  sentence is added to the end of Section 4.1 of the Loan
Agreement:

         "The  foregoing  notwithstanding,  Foothill  agrees  not  to  assert  a
         security  interest in any timeshare  interval notes  (provided the same
         are not  Pledged T Notes)  which are sold or  pledged  by  Borrower  to
         Credit Suisse First Boston."


                                       4
<PAGE>

     (l) The Heading for Schedule PN-A shall be amended to read:

         "PLEDGED A AND PLEDGED T NOTE STANDARDS"

     (m)  Paragraph  3 of  Schedule  PN-A is  deleted  in its  entirely  and the
following substituted in its place and stead:

          "(3) (a)  With respect to Pledged A Notes,  Borrower has received from
                    the  purchaser  a minimum  cash down  payment  of 10% of the
                    total  sales  price,   no  part  of  which,   to  Borrower's
                    knowledge,  had been advanced or loaned to such purchaser or
                    borrower,  directly  or  indirectly  and  the  average  down
                    payment of the entire  portfolio  of Pledged A Notes must be
                    at least 20%.

               "(b) With respect to Pledged T Notes,  Borrower has received from
                    the  purchaser  a minimum  cash down  payment  of 10% of the
                    total  sales  price,   no  part  of  which,   to  Borrower's
                    knowledge,  had been advanced or loaned to such purchaser or
                    borrower,  directly  or  indirectly  and  the  average  down
                    payment of the entire  portfolio  of Pledged T Notes must be
                    at least 10%."

     (n)  Paragraph  6 of  Schedule  PN-A is  deleted  in its  entirely  and the
following substituted in its place and stead:

          "(6) With respect to Pledged A Notes, Notes generated by purchasers of
               real property in New York,  Connecticut,  Rhode Island,  Vermont,
               New  Hampshire,  Pennsylvania  or  Maine  which  provide  for  an
               interest  rate  during  the  first  two  years of prime  plus two
               hundred (200) basis points,  and interest  thereafter of at least
               prime plus three  hundred and forty  (340)  basis  points will be
               acceptable, if all other standards are met."

     (o)  Paragraph  8 of  Schedule  PN-A is  deleted  in its  entirely  and the
following substituted in its place and stead:

          "(8) (a)  With respect to Pledged A Notes,  the maker of the Pledged A
                    Note is  acceptable  to Foothill for credit  purposes in its
                    sole  judgment;  has or will acquire  marketable  title to a
                    purchase  parcel from  Borrower;  and has not purchased more
                    than four parcels in any project.

               "(b) With respect to Pledged T Notes,  the maker of the Pledged T
                    Note is  acceptable  to Foothill for credit  purposes in its
                    sole  judgment;  has or will acquire  marketable  title to a
                    timeshare  interval  purchased  from  Borrower;  and has not
                    purchased  an aggregate of more than four weeks of intervals
                    in all of Borrower's projects."


                                       5
<PAGE>

     (p)  Paragraph  9 of  Schedule  PN-A is  deleted  in its  entirely  and the
following substituted in its place and stead:

          "(9) No Pledged Note will be delinquent more than sixty (60) days past
               its due date at the time of the advance."

     (q) There shall be added two new paragraphs to Schedule PN-A as follows:

         "(19) With  respect  to Pledged T Notes,  such  Pledged T Note shall be
               aged at  least  thirty  (30)  days  from  the  date of  execution
               thereof.

         "(20) With  respect to Pledged T Notes,  Foothill  shall have  received
               the originals of: (i) the recorded Note Mortgages and assignments
               of Note  Mortgages  within  eight (8) weeks of the funding of the
               same by  Foothill;  and (ii) all other  security  which serves as
               security for the  repayment of the Pledged T Notes at the time of
               funding of the same by Foothill.

     3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Foothill that
all of Borrower's  representations and warranties set forth in the Agreement are
true, complete and accurate in all respects as of the date hereof.

     4. NO  DEFAULTS.  Borrower  hereby  affirms  to  Foothill  that no Event of
Default has occurred and is continuing as of the date hereof.

     5. CONDITION  PRECEDENT.  The  effectiveness of this Amendment is expressly
conditioned upon receipt by Foothill of an executed copy of this Amendment.

     6. COSTS AND  EXPENSES.  Borrower  shall pay to Foothill all of  Foothill's
out-of-pocket costs and expenses  (including,  without  limitation,  title fees,
search fees,  filing and recording  fees,  documentation  fees,  appraisal fees,
travel  expenses,  and other fees, and the  reasonable  fees and expenses of its
counsel) arising in connection with the preparation,  execution, and delivery of
this Amendment and all related documents.

     7.  LIMITED  EFFECT.  In the  event of a  conflict  between  the  terms and
provisions of this Amendment and the terms and provisions of the Agreement,  the
terms and provisions of this Amendment shall govern. In all other respects,  the
Agreement,  as amended and supplemented  hereby,  shall remain in full force and
effect.

     8.  COUNTERPARTS;  EFFECTIVENESS.  This  Amendment  may be  executed in any
number of counterparts and by different parties on separate  counterparts,  each
of which when so executed and delivered  shall be deemed to be an original.  All
such  counterparts,  taken  together,  shall  constitute  but one  and the  same
Amendment.  This  Amendment  shall  become  effective  upon the  execution  of a
counterpart of this Amendment by each of the parties hereto.


                                       6
<PAGE>


This Agreement may be executed and the signature  pages  telecopied  between the
parties. A telefacsimile signature is deemed an original for all purposes.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment as of
the date first set forth above.

                                      FOOTHILL CAPITAL CORPORATION,
                                      a California corporation


                                      By: /S/ Kevin Belanger
                                          --------------------------------------
                                      Title: Vice President
                                             -----------------------------------


                                      BLUEGREEN CORPORATION,
                                      a Massachusetts corporation


                                      By: /S/ John F. Chiste
                                          --------------------------------------
                                      Title:  Senior Vice President & Treasurer
                                              ----------------------------------


                                       7