EXHIBIT 10.138

                     FIFTH AMENDMENT TO AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

     This FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(this "Amendment"), dated as of February 16, 2002, among BLUEGREEN CORPORATION
("Bluegreen"), BLUEGREEN VACATIONS UNLIMITED, INC. ("Vacations", and together
with Bluegreen, the "Borrowers"), and HELLER FINANCIAL, INC., (together with its
successors and permitted assigns, the "Lender").

                                    RECITALS

     A. Lender and Borrowers are party to that certain Amended and Restated Loan
and Security Agreement dated as of June 30, 1999 (as amended, restated,
supplemented or otherwise modified from time to time, the "Loan Agreement").

     B. On and subject to the terms and conditions hereof, Borrowers have
requested from Lender, and Lender is willing to grant, certain amendments to
certain provisions of the Loan Agreement, all on the terms and conditions set
forth herein.

     C. The Amendment shall constitute a Loan Document and these Recitals shall
be construed as part of the Amendment; capitalized terms used herein without
definition are so used as defined in the Appendix to the Loan Agreement or the
Loan Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the parties hereto agree as follows:

     1.   Amendment to Loan Agreement

          (a) Section 1.1 of the Loan Agreement is hereby amended by deleting
the reference to "February 16, 2002" therein and substituting therefore "April
16, 2002".

          (b) The Appendix to the Loan Agreement is hereby amended by deleting
the following definitions in their entirety and substituting the following new
definitions in their place:

                          Maturity Date. April 16, 2002

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          Amendment to Note

          All references to the Maturity Date in the Note shall refer to April
          16, 2002 and all references to the Interest Rate in the Note shall
          refer to the Interest Rate as amended herein.

     2.   Representations and Warranties

          (a) After giving effect to this Amendment and the transactions
contemplated hereby (i) no Event of Default shall have occurred or be continuing
and (ii) the representations and warranties of Borrowers contained in the Loan
Documents shall be true, correct and complete in all material respects on and as
of such date to the same extent as though made on and as of such date, except to
the extent such representations and warranties specifically relate to an earlier
date.

          (b) Borrowers jointly and severally represent and warrant to Lender
that the execution, delivery and performance by each Borrower of this Amendment
and the other documents and transactions contemplated hereby are within such
Borrower's corporate powers, have been duly authorized by all necessary
corporate action (including, without limitation, all necessary shareholder
approval) of such Borrower, have received all necessary governmental approvals,
and do not and will not contravene or conflict with any provision of law
applicable to such Borrower, the certificate or articles of incorporation or
bylaws of such Borrower, or any order, judgment or decree of any court or other
agency of government or any contractual obligation binding upon such Borrower;
and this amendment, the Loan Agreement and each other Loan Document constitutes
the legal, valid and binding obligation of each Borrower enforceable against
each Borrower in accordance with its terms.

     3.   Conditions Precedent. This Amendment shall become effective upon
Lender's receipt of the following items and the satisfaction of the following
conditions, as the case may be, all in form and substance satisfactory to
Lender:

          (a)  Documentation

               (i) Amendment. This Amendment, duly executed by each Borrower and
Lender.

               (ii) Secretary's Certificate; Resolutions. A certificate of the
Clerk, Secretary, an Assistant Clerk or an Assistant Secretary of each of the
Borrowers certifying (i) the names and true signatures of the officers
authorized on its behalf to sign this amendment, (ii) a copy of such party's
certificate or articles of incorporation and by-laws, and (iii) a copy of the
resolutions of the board of directors of such party approving this Amendment and
the related transactions to which it is a party, all in form and substance
satisfactory to the Lender. Such certificate shall state that the resolutions
thereby certified have not been amended, modified, revoked or rescinded as of
the date of such certificate.

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          (b) No Event of Default. No Event of Default shall have occurred and
be continuing, or would result after giving effect hereto.

          (c) Warranties and Representations. The warranties and representations
of each Borrower contained in the Amendment and the other Loan Documents shall
be true and correct in all material respects after giving effect hereto.

     4.   Effect on Loan Documents. This Amendment is limited to the specific
purpose for which it is granted and, except as specifically set forth above (a)
shall not be construed as a consent, waiver or other modification with respect
to any term, condition or other provision of any Loan Document and (b) each of
the Loan Documents shall remain in full force and effect and are each hereby
ratified and confirmed.

     5.   Successors and Assigns. This Amendment shall be binding on and shall
inure to the benefit of Borrowers, Lender and their respective successors and
assigns; provided that no Borrower may assign its rights, obligations, duties or
other interests hereunder without the prior written consent of Lender. The terms
and provisions of this Amendment are for the purpose of defining the relative
rights and obligations of Borrowers and Lender with respect to the transactions
contemplated hereby and there shall be no third party beneficiaries of any of
the terms and provisions of this Amendment.

     6.   Entire Agreement. This amendment, including all documents attached
hereto, incorporated by reference herein or delivered in connection herewith,
constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes all other understandings, oral or written, with
respect to the subject matter hereof.

     7.   Captions. Section captions used in the Amendment are for convenience
only, and shall not affect the construction of this Amendment.

     8.   Severability. Whenever possible each provision of this Amendment shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Amendment shall be prohibited by or invalid under
such law, such provision shall be ineffective to the extent of such prohibition
or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Amendment.

     9.   Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. Delivery of an
executed counterpart of a signature page to this Amendment by telecopy shall be
effective as delivery of a manually executed counterpart of this Amendment.


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     10.  Payment Upon Maturity Date. The parties hereto acknowledge and agree
that payment of the Indebtedness pursuant to Section 1.6(b) of the Loan
Agreement shall not constitute a prepayment under Section 1.7 of the Loan
Agreement.

                            [signature page follows]


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     IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as
of the day and year first above written

                                       BLUEGREEN CORPORATION

                                       By:  /S/ JOHN F. CHISTE

                                       Title:  Senior V.P. and Treasurer


                                       BLUEGREEN VACATIONS
                                       UNLIMITED, INC.

                                       By:  /S/ DAVID D. PHILP

                                       Title:  Vice President


                                       HELLER FINANCIAL, INC.

                                       By:  /S/ DENNIS HOLLAND

                                       Title:  Senior V.P.


                             Signature Page to Fifth
                                    Amendment