<PAGE>
                                                                  EXHIBIT 10.127

                                  $156,600,000
                        BXG RECEIVABLES NOTE TRUST 2004-B

     $72,300,000 4.445% TIMESHARE LOAN-BACKED NOTES, SERIES 2004-B, CLASS A
     $24,100,000 4.695% TIMESHARE LOAN-BACKED NOTES, SERIES 2004-B, CLASS B
     $10,300,000 5.190% TIMESHARE LOAN-BACKED NOTES, SERIES 2004-B, CLASS C
     $43,000,000 6.680% TIMESHARE LOAN-BACKED NOTES, SERIES 2004-B, CLASS D
     $ 6,900,000 7.180% TIMESHARE LOAN-BACKED NOTES, SERIES 2004-B, CLASS E


                             NOTE PURCHASE AGREEMENT
                                                                    July 1, 2004
BB&T CAPITAL MARKETS,
    A DIVISION OF SCOTT & STRINGFELLOW, INC.
909 EAST MAIN STREET
RICHMOND, VIRGINIA 23219

Ladies and Gentlemen:

                  Section 1. INTRODUCTORY. BXG Receivables Note Trust 2004-B
(the "ISSUER"), a Delaware statutory trust, proposes, subject to the terms and
conditions stated herein, to issue and sell to BB&T Capital Markets, a division
of Scott & Stringfellow, Inc., as initial purchaser (the "INITIAL PURCHASER")
its Timeshare Loan-Backed Notes, Series 2004-B, Class A, Class B, Class C, Class
D and Class E (collectively, the "NOTES") in the Initial Note Balances set forth
in EXHIBIT A attached hereto, to be issued under an indenture, dated as of June
15, 2004 (the "INDENTURE"), by and among the Issuer, Bluegreen Corporation
("BLUEGREEN"), as servicer (the "SERVICER"), Vacation Trust, Inc., as club
trustee, Concord Servicing Corporation, as backup servicer, and U.S. Bank
National Association, as indenture trustee (the "INDENTURE TRUSTEE"). The
Securities Act of 1933, as amended, is herein referred to as the "SECURITIES
ACT". Capitalized terms used herein but not otherwise defined shall have the
meanings set forth in the "Standard Definitions" attached as ANNEX A to the
Indenture.

                  Section 2. REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND
BLUEGREEN. Each of Bluegreen and the Issuer jointly and severally represent and
warrant to the Initial Purchaser, as of the Closing Date, that:

                  (a) A preliminary confidential offering circular and a
confidential offering circular relating to the Notes to be offered by the
Initial Purchaser have been prepared by the Issuer. Such preliminary
confidential offering circular (the "PRELIMINARY OFFERING CIRCULAR") and
confidential offering circular (the "OFFERING CIRCULAR"), as amended or
supplemented by any additional written information and documents concerning the
Notes delivered by or on behalf of the Issuer to prospective purchasers are
hereinafter collectively referred to as the "OFFERING DOCUMENT". On the date of
this Note Purchase Agreement (this "AGREEMENT") and the Closing Date, the
Offering Document does not include, or will not include, as the case may be, any
untrue statement of a material fact or omit to state any material fact necessary
in order to


<PAGE>

make the statements therein, in the light of the circumstances under which they
were made, not misleading. The preceding sentence does not apply to statements
in or omissions from the Offering Document based upon written information
furnished to the Issuer or Bluegreen by the Initial Purchaser specifically for
use therein, it being understood and agreed that the only such information is
that described as such in Section 7(b) hereof.

                  (b) The Issuer is a statutory trust duly formed, validly
existing and in good standing under the laws of the State of Delaware, with
power and authority (corporate and other) to own its properties and conduct its
business as described in the Offering Document; and the Issuer is duly qualified
to do business as a foreign entity in good standing in all other jurisdictions
in which its ownership or lease of property or the conduct of its business
requires such qualification, and in which the failure to be so qualified would
have a Material Adverse Effect (as defined below) in relation to the Issuer. As
used herein, "MATERIAL ADVERSE Effect" shall mean, with respect to any Person, a
material adverse effect on the condition (financial or otherwise), business,
properties or results of operations of such Person.

                  (c) Bluegreen is a corporation duly formed, validly existing
and in good standing under the laws of the State of Massachusetts, with power
and authority (corporate and other) to own its properties and conduct its
business as described in the Offering Document; and Bluegreen is duly qualified
to do business as a foreign corporation in good standing in all other
jurisdictions in which its ownership or lease of property or the conduct of its
business requires such qualification, and in which the failure to be so
qualified would have a Material Adverse Effect with respect to Bluegreen.

                  (d) The Indenture has been duly authorized and on the Closing
Date, the Indenture will have been duly executed and delivered, will conform to
the description thereof contained in the Offering Document and will constitute,
a valid and legally binding agreement of the Issuer, enforceable in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.

                  (e) The Notes have been duly authorized; and when the Notes
are delivered, paid for, and authenticated pursuant to this Agreement on the
Closing Date, such Notes will have been duly executed, authenticated, issued and
delivered and will conform to the description thereof contained in the Offering
Document; will constitute valid and legally binding obligations of the Issuer,
enforceable against the Issuer in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.

                  (f) Assuming (i) that the Initial Purchaser's representations
and warranties in Section 4 hereof are true, and (ii) compliance by the Initial
Purchaser with the covenants set forth herein, no consent, approval,
authorization, or order of, or filing with, any governmental agency or body or
any court is required for the consummation of the transactions contemplated by
the Transaction Documents and in connection with the issuance and sale of the
Notes by the Issuer, other than (i) as may required under the securities or blue
sky laws of the various jurisdictions in which the Notes are being offered by
the Initial Purchaser and (ii) as have been made or obtained



                                       2
<PAGE>

on or prior to the Closing Date (or, if not required to be made or obtained on
or prior to the Closing Date, that will be made or obtained when required).

                  (g) The execution, delivery and performance of each of the
Transaction Documents and the issuance and sale of the Notes and compliance with
the terms and provisions thereof will not result in a breach or violation of any
of the terms and provisions of, or constitute a default under, (i) any statute,
any rule, regulation or order of any governmental agency or body or any court,
domestic or foreign, having jurisdiction over the Issuer, Bluegreen or any of
their Affiliates or any of their properties, (ii) any agreement or instrument to
which the Issuer, Bluegreen or any of their Affiliates is a party or by which
the Issuer, Bluegreen or any of their Affiliates is bound or to which any of the
properties of the Issuer, Bluegreen or any of their Affiliates is subject, or
(iii) the organizational documents of the Issuer, Bluegreen or any of their
Affiliates and the Issuer has full power and authority to authorize, issue and
sell the Notes as contemplated by this Agreement, except in the cases of clauses
(i) and (ii), such breaches, violations or defaults that in the aggregate would
not have a Material Adverse Effect on the Issuer, Bluegreen or any of their
Affiliates.

                  (h) This Agreement and each other Transaction Document to
which the Issuer is a party have each been duly authorized, executed and
delivered by the Issuer. This Agreement and the other Transaction Documents to
which Bluegreen is a party have each been duly authorized, executed and
delivered by Bluegreen.

                  (i) The Issuer has good and marketable title to all real
properties and all other properties and assets owned by it, in each case free
from liens, encumbrances and defects that would materially affect the value
thereof or materially interfere with the use made or to be made thereof by it
other than liens and encumbrances pursuant to the Transaction Documents; and
except as disclosed in the Offering Document, Bluegreen holds any leased real or
personal property under valid and enforceable leases with no exceptions that
would materially interfere with the use made or to be made thereof by it.

                  (j) The Issuer possesses adequate certificates, authorities or
permits issued by appropriate governmental agencies or bodies necessary to
conduct the business now operated by it and has not received any notice of
proceedings relating to the revocation or modification of any such certificate,
authority or permit that, if determined adversely to the Issuer, would
individually or in the aggregate have a Material Adverse Effect.

                  (k) Except as disclosed in the Offering Document, there are no
pending actions, suits or proceedings against or affecting the Issuer, Bluegreen
or any of their Affiliates or any of their respective properties that, if
determined adversely to the Issuer, would individually or in the aggregate have
a Material Adverse Effect on the Issuer, Bluegreen or any of their Affiliates,
or would materially and adversely affect the ability of the Issuer, Bluegreen or
any of their Affiliates to perform its obligations under any of the Transaction
Documents to which it is a party, or which are otherwise material in the context
of the sale of the Notes; and, to the Issuer's knowledge, no such actions, suits
or proceedings are threatened or, contemplated.

                  (l) The Issuer is not an open-end investment company, unit
investment trust or face-amount certificate company that is or is required to be
registered under Section 8 of the



                                       3
<PAGE>

United States Investment Company Act of 1940, as amended, (the "INVESTMENT
COMPANY ACT"); and the Issuer is not and, after giving effect to the offering
and sale of the Notes and the application of the proceeds thereof as described
in the Offering Document, will not be an "investment company" as defined in the
Investment Company Act.

                  (m) No securities of the same class (within the meaning of
Rule 144A(d)(3) under the Securities Act) as the Notes are listed on any
national securities exchange registered under Section 6 of the United States
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT").

                  (n) Assuming (i) that the Initial Purchaser's representations
and warranties in Section 4 hereof are true and (ii) compliance by the Initial
Purchaser with the covenants set forth herein, the offer and sale of the Notes
to the Initial Purchaser in the manner contemplated by this Agreement will be
exempt from the registration requirements of the Securities Act by reason of
Section 4(2) thereof and it is not necessary to qualify an indenture in respect
of the Notes under the United States Trust Indenture Act of 1939, as amended
(the "TRUST INDENTURE ACT").

                  (o) The Issuer has not entered and will not enter into any
contractual arrangement with respect to the distribution of the Notes except for
this Agreement.

                  (p) Upon execution and delivery of the Transaction Documents,
the Issuer will have acquired all right, title and interest in and to the
Timeshare Loans free and clear of all liens other than liens under the
Transaction Documents.

                  (q) Upon the execution and delivery of the Transaction
Documents, the Issuer will have the power and authority to pledge the Timeshare
Loans to the Indenture Trustee on behalf of the Noteholders.

                  (r) Each of the representations and warranties of the Issuer
and Bluegreen set forth in each of the Transaction Documents to which it is a
party is true and correct in all material respects.

                  (s) Any taxes, fees and other governmental charges in
connection with the execution and delivery of the Transaction Documents or the
execution, delivery and sale of the Notes have been or will be paid prior to the
Closing Date.

                  Section 3. PURCHASE, SALE AND DELIVERY OF NOTES.

                  (a) On the basis of the representations, warranties and
agreements herein contained, but subject to the terms and conditions set forth
herein, the Issuer agrees to sell to the Initial Purchaser and the Initial
Purchaser agrees to purchase from the Issuer, the Notes at the respective
purchase prices and the Initial Note Balances set forth in EXHIBIT A hereto.

                  (b) The Issuer will deliver against payment of the aggregate
purchase price for all the Notes, the Notes to be purchased by the Initial
Purchaser hereunder in the form of one permanent global security in definitive
form without interest coupons (the "GLOBAL NOTES") deposited with the Indenture
Trustee, as custodian for DTC, and registered in the name of Cede



                                       4
<PAGE>

& Co., as nominee for DTC. The Global Notes shall include the legend regarding
restrictions on transfer set forth under "TRANSFER RESTRICTIONS" in the Offering
Circular.

                  (c) Payment for the Notes shall be made by the Initial
Purchaser in federal (same day) funds by wire transfer to an account at a bank
acceptable to the Initial Purchaser and designated by the Issuer on July 8, 2004
(or, at such time not later than seven full Business Days thereafter as the
Initial Purchaser and the Issuer shall determine, the "CLOSING DATE") against
delivery to the Indenture Trustee as custodian for DTC of the Global Notes. The
Global Notes will be made available for inspection at the offices of Baker &
McKenzie, counsel to the Initial Purchaser, at least 24 hours prior to the
Closing Date.

                  Section 4. REPRESENTATIONS OF THE INITIAL PURCHASER; RESALES.

                  (a) The Initial Purchaser represents and warrants that it is
an "accredited investor" within the meaning of Regulation D under the Securities
Act.

         The Initial Purchaser acknowledges and agrees that (i) the Notes have
not been registered under the Securities Act or any state securities or blue sky
laws and (ii) it may not and will not offer or sell the Notes to any person
except Persons whom the Initial Purchaser reasonably believes to be a QIB. The
Initial Purchaser represents and agrees that it has offered and sold the Notes,
and will offer and sell the Notes, as part of its distribution at any time, only
in accordance with Rule 144A under the Securities Act, this Agreement and the
Offering Document.

                  (b) The Initial Purchaser agrees that it and each of its
Affiliates has not entered and will not enter into any contractual arrangement
with respect to the distribution of the Notes.

                  (c) The Initial Purchaser agrees that it and each of its
affiliates will not offer or sell the Notes in the United States by means of any
form of general solicitation or general advertising within the meaning of Rule
502(c) under the Securities Act, including, but not limited to (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising. The Initial Purchaser agrees, with respect
to resales made in reliance on Rule 144A of any of the Notes, to deliver either
with the confirmation of such resale or otherwise prior to settlement of such
resale a notice to the effect that the resale of such Notes has been made in
reliance upon the exemption from the registration requirements of the Securities
Act provided by Rule 144A.

                  (d) One of the following statements is true and correct: (i)
the Initial Purchaser is not an "employee benefit plan" within the meaning of
Section 3(3) of ERISA or a "plan" within the meaning of Section 4975(e)(1) of
the Code (a "PLAN") and it is not directly or indirectly acquiring the Notes on
behalf of, as investment manager of, as named fiduciary of, as trustee of, or
with assets of a Plan, or (ii) the proposed acquisition or transfer will qualify
for a statutory or administrative prohibited transaction exemption under ERISA
or Section 4975(c)(1) of the Code for which a statutory or administrative
exception is available.

                  (e) The Initial Purchaser understands that the Issuer and
Bluegreen, and for purposes of the opinions to be delivered to the Initial
Purchaser pursuant to Section 6(d) hereof,



                                       5
<PAGE>

counsel to the Issuer and/or Bluegreen, will rely upon the accuracy and truth of
the foregoing representations and the Initial Purchaser hereby consents to such
reliance.

                  (f) This Agreement has been duly authorized, executed and
delivered by the Initial Purchaser and constitutes a legal, valid and binding
agreement enforceable against the Initial Purchaser in accordance with its
terms, subject to applicable bankruptcy, insolvency, and similar laws affecting
creditors' rights generally, and subject, as to enforceability, to general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).

                  (g) The Initial Purchaser agrees to treat and to take no
action inconsistent with the treatment of the Notes as indebtedness of the
Issuer.

                  Section 5. CERTAIN COVENANTS OF THE ISSUER. The Issuer agrees
with the Initial Purchaser that:

                  (a) The Issuer will advise the Initial Purchaser promptly of
any proposal to amend or supplement the Offering Document and will not effect
such amendment or supplementation without the Initial Purchaser's consent. If,
at any time prior to the completion of the resale of the Notes by the Initial
Purchaser, any event occurs as a result of which the Offering Document as then
amended or supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, the Issuer promptly will notify the Initial Purchaser of such event
and promptly will prepare, at its own expense, an amendment or supplement which
will correct such statement. Neither the consent of the Initial Purchaser to,
nor the Initial Purchaser's delivery to offerees or investors of, any such
amendment or supplement shall constitute a waiver of any of the conditions set
forth in Section 6.

                  (b) The Issuer will furnish to the Initial Purchaser copies of
the Offering Document and all amendments and supplements to such documents, in
each case as soon as available and in such quantities as the Initial Purchaser
reasonably requests. At any time the Notes are Outstanding, the Issuer will
promptly furnish or cause to be furnished to the Initial Purchaser and, upon
request of holders and prospective purchasers of the Notes, to such holders and
purchasers, copies of the information required to be delivered to holders and
prospective purchasers of the Notes pursuant to Rule 144A(d)(4) under the
Securities Act (or any successor provision thereto) in order to permit
compliance with Rule 144A in connection with resales by such holders of the
Notes. The Issuer will pay the expenses of printing and distributing to the
Initial Purchaser all such documents.

                  (c) During the period of two years after the Closing Date, the
Issuer will not, and will not permit any of its affiliates (as defined in Rule
144 under the Securities Act) to, resell any of the Notes that have been
reacquired by any of them.

                  (d) During the period of two years after the Closing Date, the
Issuer shall use its reasonable best efforts to ensure that it will not be or
become, an open-end investment company, unit investment trust or face-amount
certificate company that is or is required to be registered under Section 8 of
the Investment Company Act.



                                       6
<PAGE>

                  (e) The Issuer will pay all expenses incidental to the
performance of its obligations under the Transaction Documents including (i) all
expenses in connection with the execution, issue, authentication, packaging and
initial delivery of the Notes, the preparation of the Transaction Documents and
the printing of the Offering Document and amendments and supplements thereto,
and any other document relating to the issuance, offer, sale and delivery of the
Notes; (ii) any expenses (including reasonable fees and disbursements of
counsel) incurred in connection with qualification of the Notes for sale under
the laws of such jurisdictions in the United States and Canada as the Initial
Purchaser designates and the printing of memoranda relating thereto; (iii) any
fees charged by investment rating agencies for the rating of the Notes, and (iv)
expenses incurred in distributing the Offering Document (including any
amendments and supplements thereto) to the Initial Purchaser.

                  (f) In connection with the offering, until the Initial
Purchaser shall have notified the Issuer of the completion of the resale of the
Notes, neither the Issuer nor any of its Affiliates has or will, either alone or
with one or more other persons, bid for or purchase for any account in which it
or any of its Affiliates has a beneficial interest any Notes or attempt to
induce any person to purchase any Notes; and neither it nor any of its
Affiliates will make bids or purchases for the purpose of creating actual, or
apparent, active trading in, or of raising the price of, the Notes.

                  Section 6. CONDITIONS OF THE INITIAL PURCHASER'S OBLIGATIONS.
The obligations of the Initial Purchaser to purchase and pay for the Notes on
the Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Issuer and Bluegreen herein, the accuracy of the
statements of officers of the Issuer made pursuant to the provisions hereof, the
performance by the Issuer of its obligations hereunder and the following
additional conditions precedent:

                  (a) The Initial Purchaser shall have received a letter, dated
the date of the Offering Document from Ernst & Young LLP in form and substance
satisfactory to the Initial Purchaser concerning the financial and statistical
information contained in the Offering Document.

                  (b) Subsequent to the execution and delivery of this
Agreement, there shall not have occurred (i) a change in U.S. or international
financial, political or economic conditions or currency exchange rates or
exchange controls as would, in the judgment of the Initial Purchaser, be likely
to prejudice materially the success of the proposed issue, sale or distribution
of the Notes, whether in the primary market or in respect of dealings in the
secondary market, or (ii) (A) any change, or any development or event involving
a prospective change, in the condition (financial or other), business,
properties or results of operations of the Issuer or Bluegreen which, in the
judgment of the Initial Purchaser, is material and adverse and makes it
impractical or inadvisable to proceed with completion of the offering or the
sale of and payment for the Notes; (B) any downgrading in the rating of any debt
securities of the Issuer or Bluegreen by any "nationally recognized statistical
rating organization" (as defined for purposes of Rule 436(g) under the
Securities Act), or any public announcement that any such organization has under
surveillance or review its rating of any debt securities of the Issuer or
Bluegreen (other than an announcement with positive implications of a possible
upgrading, and no implication of a possible downgrading, of such rating); (C)
any suspension or limitation of trading in securities



                                       7
<PAGE>

generally on the New York Stock Exchange or any setting of minimum prices for
trading on such exchange, or any suspension of trading of any securities of the
Issuer or Bluegreen on any exchange or in the over-the-counter market; (D) any
banking moratorium declared by U.S. Federal or New York authorities; or (E) any
outbreak or escalation of major hostilities in which the United States is
involved, any declaration of war by Congress or any other substantial national
or international calamity or emergency if, in the reasonable judgment of the
Initial Purchaser, the effect of any such outbreak, escalation, declaration,
calamity or emergency makes it impractical or inadvisable to proceed with
completion of the offering or sale of and payment for the Notes.

                  (c) The Notes shall have been duly authorized, executed,
authenticated, delivered and issued, and each of the Transaction Documents shall
have been duly authorized, executed and delivered by the respective parties
thereto and shall be in full force and effect, and all conditions precedent
contained in the Transaction Documents shall have been satisfied or waived.

                  (d) The Initial Purchaser shall have received from counsel to
each party to the Transaction Documents, written opinions dated the Closing Date
and in form and substance satisfactory to the Initial Purchaser, covering such
matters as the Initial Purchaser may reasonably request, including but not
limited to the following:

                           (i) CORPORATE OPINIONS. An opinion in respect of each
                  party to the Transaction Documents that such party has been
                  duly formed, existing and in good standing under the laws of
                  its state of formation, with all requisite power and authority
                  to own its properties and conduct its business.

                           (ii) LEGAL, VALID, BINDING AND ENFORCEABLE. An
                  opinion in respect of each party to the Transaction Documents
                  that each Transaction Document to which it is a party has been
                  duly authorized, executed and delivered and constitutes the
                  valid and legally binding obligations of each party
                  enforceable in accordance with its terms, subject to
                  bankruptcy, insolvency, fraudulent transfer, reorganization,
                  moratorium and similar laws of general applicability relating
                  to or affecting creditors' rights and to general equity
                  principles.

                           (iii) NOTES. An opinion of counsel to the Issuer that
                  the Notes have been duly authorized and executed, are in the
                  form contemplated by the Indenture and conform in all material
                  respects to the description thereof contained in the Offering
                  Document, and when authenticated by the Indenture Trustee in
                  the manner provided for in the Indenture (assuming the due
                  authorization, execution and delivery of the Indenture by the
                  Indenture Trustee), and delivered against payment of the
                  purchase price therefor, constitute valid and legally binding
                  obligations of the Issuer enforceable in accordance with their
                  terms, subject to bankruptcy, insolvency, fraudulent transfer,
                  reorganization, moratorium and similar laws of general
                  applicability relating to or affecting creditors' rights and
                  to general equity principles.



                                       8
<PAGE>

                           (iv) NO CONSENTS REQUIRED. An opinion in respect of
                  each party to the Transaction Documents that in respect such
                  party, no consent, approval, authorization or order of, or
                  filing with, any governmental agency or body or any court is
                  required for the consummation of the transactions contemplated
                  by the Transaction Documents.

                           (v) LITIGATION. An opinion in respect of each party
                  to the Transaction Documents that in respect of such party,
                  there are no pending actions, suits or proceedings to which
                  such party, any of its subsidiaries or any of their respective
                  properties is a party to or is subject to, that, if determined
                  adversely to such party or any of its subsidiaries, would
                  individually or in the aggregate have a Material Adverse
                  Effect, or would materially and adversely affect the ability
                  of such party to perform its obligations under the Transaction
                  Documents; and, to the knowledge of the opining party, no such
                  actions, suits or proceedings are threatened.

                           (vi) NON-CONTRAVENTION. An opinion in respect of each
                  party to the Transaction Documents that in respect of such
                  party the execution, delivery and performance of the
                  Transaction Documents to which it is a party will not result
                  in a breach or violation of any of the terms and provisions
                  of, or constitute a default under (A) the organizational
                  documents of such party, (B) any statute, rule, regulation or
                  order of any governmental agency or body or any court having
                  jurisdiction over such party or any subsidiary of such party
                  or any of their properties, or, (C) to the Knowledge of the
                  opining party, any agreement or instrument to which such party
                  is a party or by which such party is bound or to which any of
                  the properties of such party is subject, or the organizational
                  documents of such party, the result of which, in each of the
                  foregoing cases, would have a Material Adverse Effect on such
                  party and its subsidiaries, taken as a whole.

                           (vii) SECURITIES LAWS. Assuming (i) that the Initial
                  Purchaser's representations and warranties in Section 4 hereof
                  are true, and (ii) compliance by the Initial Purchaser with
                  the covenants set forth herein, an opinion that it is not
                  necessary in connection with (i) the offer, sale and delivery
                  of Notes by the Issuer to the Initial Purchaser pursuant to
                  this Agreement, or (ii) the resales of the Notes by the
                  Initial Purchaser in the manner contemplated by this
                  Agreement, to register the Notes under the Securities Act or
                  to qualify the Indenture under the Trust Indenture Act.

                           (viii) INVESTMENT COMPANY ACT. An opinion that the
                  Issuer is not and, after giving effect to the offering and
                  sale of the Notes and the application of the proceeds as
                  described in the Offering Document, will not be an "investment
                  company" as defined in the Investment Company Act.

                           (ix) FEDERAL INCOME TAX. An opinion that for U.S.
                  federal income tax purposes (a) the Issuer will not be treated
                  as a publicly traded



                                       9
<PAGE>

                  partnership or taxable mortgage pool taxable as a corporation,
                  and (b) the Notes will be treated as indebtedness of the
                  Issuer.

                           (x) TRUE SALE. A true sale opinion to the effect that
                  in the event that the transferor of Timeshare Loans in the
                  Transfer Agreement, the Purchase Agreement and the Sale
                  Agreement were to become a debtor in a case under the
                  Bankruptcy Code, a court of competent jurisdiction would hold
                  that the Timeshare Loans and other assets sold to the
                  transferee under the related Transfer Agreement, Purchase
                  Agreement and Sale Agreement would not constitute property of
                  such transferor's bankruptcy estate.

                           (xi) NON-CONSOLIDATION. An opinion to the effect that
                  in the event that Bluegreen, the Developer and/or the Club
                  Managing Entity were to become a debtor in a case under the
                  Bankruptcy Code, a court of competent jurisdiction would not
                  disregard the separate existence of the Issuer or the
                  Depositor, so as to order the substantive consolidation of the
                  assets and liabilities of (a) the Issuer or the Depositor on
                  the one hand and (b) Bluegreen on the other hand.

                           (xii) SECURITY INTERESTS. An opinion to the effect
                  that (i) in the event that the transfer of Timeshare Loans
                  from the Depositor to the Issuer shall be considered a loan
                  secured by the Timeshare Loans, upon execution of the Sale
                  Agreement and upon possession of the Mortgage Notes and
                  Finance Agreements in the State of Minnesota and the filing of
                  financing statements related thereto, the Issuer will have a
                  perfected first priority security interest in the Mortgage
                  Notes and other assets which may be perfected by filing, and
                  (ii) upon execution of the Indenture and upon possession of
                  the Mortgage Notes and Finance Agreements in the State of
                  Minnesota and the filing of financing statements related
                  thereto, the Indenture Trustee will have a perfected first
                  priority security interest in the Mortgage Notes and other
                  assets which may be perfected by filing.

                           (xiii) LOCAL LAW. An opinion with respect to each
                  jurisdiction in which a Resort is located to the effect that
                  (i) all timeshare associations for Resorts in such
                  jurisdiction are duly organized, validly existing and in good
                  standing under the laws of such jurisdiction, (ii) the manner
                  of offering for sale of and the sale of timeshare estates in
                  such Resorts complies with the requirements of the applicable
                  governmental authorities in such jurisdiction, (iii) the form
                  of purchase contract, obligor notes, mortgages (if applicable)
                  are sufficient to create a valid and binding obligation of the
                  purchaser, enforceable against such purchaser in accordance
                  with its terms, (iv) the timeshare loans are assignable by the
                  holder thereof, and (v) the form of assignment of Mortgage, to
                  the extent applicable, are proper form for recording in such
                  jurisdiction.

                  (e) The Initial Purchaser shall have received a letter from
Akerman & Senterfitt that such counsel has no reason to believe that the
Offering Circular as of the date of the Offering Circular and the Closing Date,
contained any untrue statement of a material fact or omitted to state any
material fact necessary to make the statements therein not misleading; it being




                                       10
<PAGE>

understood that such counsel need express no opinion as to the financial
statements or other financial data contained in the Offering Circular.

                  (f) The Initial Purchaser shall have received from each party
to the Transaction Documents such information, certificates and documents as the
Initial Purchaser may reasonably have requested and all proceedings in
connection with the transactions contemplated by this Agreement and all
documents incident hereto shall be in all material respects reasonably
satisfactory in form and substance to the Initial Purchaser.

                  (g) The (i) Class A Notes, Class B Notes, Class C Notes, Class
D Notes shall have received a rating of "Aaa", "Aa3", "A3" and "Baa3",
respectively from Moody's, (ii) Class A Notes, Class B Notes, Class C Notes,
Class D Notes and Class E Notes shall have received a rating of "AAA", "AA",
"A", "BBB" and "BBB", respectively, from S&P, and (iii) none of such ratings
shall have been rescinded, and no public announcement shall have been made by
either of the Rating Agencies that the rating of any Class of Notes has been
placed under review.

         The Initial Purchaser may in its sole discretion waive compliance with
any conditions to the obligations of the Initial Purchaser hereunder.

                  Section 7. INDEMNIFICATION AND CONTRIBUTION.

                  (a) Each of the Issuer and Bluegreen jointly and severally
agrees (i) to indemnify and hold harmless the Initial Purchaser, its partners,
directors and officers and each person, if any, who controls the Initial
Purchaser within the meaning of Section 15 of the Securities Act, against any
losses, claims, damages or liabilities, joint or several, to which the Initial
Purchaser may become subject, under the Securities Act or the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (A) any breach of any of the
representations and warranties of the Issuer or Bluegreen contained herein, or
(B) any untrue statement or alleged untrue statement of any material fact
contained in the Offering Document, or any amendment or supplement thereto, or
any related preliminary offering circular, or arise out of or are based upon the
omission or alleged omission to state therein a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, including any losses, claims, damages or
liabilities arising out of or based upon the Issuer's failure to perform its
obligations under Section 5(a) of this Agreement, and (ii) will reimburse the
Initial Purchaser for any legal or other expenses reasonably incurred by the
Initial Purchaser in connection with investigating or defending any loss, claim,
damage, liability or action, described in clause (i) above, as such expenses are
incurred; PROVIDED, HOWEVER, that neither the Issuer nor Bluegreen will be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement in or omission or alleged omission from any of such documents in
reliance upon and in conformity with written information furnished to the Issuer
or Bluegreen by the Initial Purchaser specifically for use therein, it being
understood and agreed that the only such information consists of the information
described as such in subsection (b) below; and PROVIDED, FURTHER, that with
respect to any untrue statement or alleged untrue statement in or omission or
alleged omission from the Preliminary Offering Circular the indemnity agreement
contained in this subsection (a) shall not inure to the benefit of the Initial
Purchaser that sold the Notes concerned to the person asserting any such losses,
claims, damages



                                       11
<PAGE>

or liabilities, to the extent that such sale was an initial resale by such
Initial Purchaser and any such loss, claim, damage or liability of the Initial
Purchaser results from the fact that there was not sent or given to such person,
at or prior to the written confirmation of the sale of such Notes to such
person, a copy of the Offering Circular (exclusive of any material included
therein but not attached thereto) if the Issuer had previously furnished copies
thereof to the Initial Purchaser.

                  (b) The Initial Purchaser will indemnify and hold harmless the
Issuer and Bluegreen, its directors and officers, and each person, if any, who
controls the Issuer within the meaning of Section 15 of the Securities Act,
against any losses, claims, damages or liabilities to which the Issuer and
Bluegreen may become subject, under the Securities Act or the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Offering Document, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or the alleged omission to state therein a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Issuer and Bluegreen by the Initial Purchaser specifically for
use therein, and the Initial Purchaser will reimburse any legal or other
expenses reasonably incurred by the Issuer and Bluegreen in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred, it being understood and agreed that the only such
information furnished by the Initial Purchaser consists of the second and sixth
paragraphs under the caption "PLAN OF DISTRIBUTION"; PROVIDED, HOWEVER, that the
Initial Purchaser shall not be liable for any losses, claims, damages or
liabilities arising out of or based upon the Issuer's failure to perform its
obligations under Section 5(a) of this Agreement.

                  (c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a) or (b) above, except to the extent that the
indemnifying party has been materially prejudiced by such failure. In case any
such action is brought against any indemnified party and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party under this Section for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the prior written consent of the indemnified
party (which consent shall not be unreasonably withheld), settle or compromise
or consent to the entry of any judgment with respect to any pending or
threatened action, suit or proceeding in respect of which any indemnified party
is or could be a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement,



                                       12
<PAGE>

compromise or consent includes an unconditional release of such indemnified
party from all liability on any claims that are the subject matter of such
action and does not include a statement as to or an admission of fault,
culpability or failure to act by or on behalf of any indemnified party.

                  (d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Issuer and Bluegreen on the one hand and the Initial Purchaser on the other
from the offering of the Notes or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Issuer and Bluegreen on the one hand and the
Initial Purchaser on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities as well as any
other relevant equitable considerations. The relative benefits received by the
Issuer and Bluegreen on the one hand and the Initial Purchaser on the other
shall be deemed to be in the same proportion as the total proceeds from the Note
offering (before deducting expenses) received by the Issuer bear to the total
discounts and commissions received by the Initial Purchaser from the Issuer
under this Agreement. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Issuer and/or Bluegreen or the Initial Purchaser and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding the provisions of this
subsection (d), the Initial Purchaser shall not be required to contribute any
amount in excess of the amount by which the total price at which the Notes
purchased by it were resold exceeds the amount of any damages which the Initial
Purchaser has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.

                  (e) The obligations of the Issuer and Bluegreen under this
Section shall be in addition to any liability which the Issuer or Bluegreen may
otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls the Initial Purchaser within the meaning of the
Securities Act or the Exchange Act; and the obligations of the Initial Purchaser
under this Section shall be in addition to any liability which the Initial
Purchaser may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls the Issuer and Bluegreen within
the meaning of the Securities Act or the Exchange Act.

                  Section 8. DEFAULT OF INITIAL PURCHASER. If the Initial
Purchaser defaults in its obligations to purchase the Notes and the aggregate
principal amount of the Notes with respect to which such default occurs exceeds
10% of the total principal amount of the Notes and arrangements satisfactory to
the Issuer and Bluegreen for the purchase of such Notes by any other persons are
not made within 36 hours after such default, this Agreement will terminate




                                       13
<PAGE>

without liability on the part of the Issuer or Bluegreen, except as provided in
Section 9 hereof. Nothing herein will relieve the Initial Purchaser from
liability for any default hereunder.

                  Section 9. SURVIVAL OF CERTAIN REPRESENTATIONS AND
OBLIGATIONS. The respective indemnities, agreements, representations, warranties
and other statements of the Issuer and Bluegreen or its officers and of the
Initial Purchaser set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of the Initial Purchaser, the Issuer and
Bluegreen or any of their respective representatives, officers or directors or
any controlling person, and will survive delivery of and payment for the Notes.
If this Agreement is terminated pursuant to Section 8 hereof or if for any
reason the purchase of the Notes by the Initial Purchaser is not consummated,
the Issuer shall remain responsible for the expenses to be paid or reimbursed by
it pursuant to Section 5 hereof and the respective obligations of the Issuer,
Bluegreen and the Initial Purchaser pursuant to Section 7 hereof shall remain in
effect. If the purchase of the Notes by the Initial Purchaser is not consummated
for any reason other than solely because of the termination of this Agreement
pursuant to Section 8 hereof or the occurrence of any event specified in clauses
(C), (D) or (E) of Section 6(b)(ii) hereof, the Issuer and Bluegreen will
reimburse the Initial Purchaser for all out-of-pocket expenses (including
reasonable fees and disbursements of legal counsel) reasonably incurred by them
in connection with the offering of the Notes.

                  Section 10. SEVERABILITY CLAUSE. Any part, provision,
representation, or warranty of this Agreement which is prohibited or is held to
be void or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof.

                  Section 11. NOTICES. All communications hereunder will be in
writing and, (A) if sent to the Initial Purchaser, will be mailed, delivered or
telecopied and confirmed to the Initial Purchaser, at BB&T Capital Markets, a
division of Scott & Stringfellow, Inc., 909 East Main Street, Richmond, VA
23219, Attention: David Folsom, or (B) if sent to the Issuer, will be mailed,
delivered or telecopied and confirmed to it at BXG Receivables Note Trust 2004-B
c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration,
Telecopier No.: (302) 651-8882, with a copy to Bluegreen Corporation, 4960
Conference Way North, Suite 100, Boca Raton, Florida 33431, Attention: Allan
Herz, Senior Vice President, Telecopier No.: (561) 912-8255 or (C) if sent to
Bluegreen, will be mailed, delivered or telecopied and confirmed to it at 4960
Conference Way North, Suite 100, Boca Raton, Florida 33431, Attention: Allan
Herz, Senior Vice President, Telecopier No.: (561) 912-8255; PROVIDED, HOWEVER,
that any notice to the Initial Purchaser pursuant to Section 7 will be mailed,
delivered or telegraphed and confirmed to the Initial Purchaser at (804)
649-0990.

                  Section 12. SUCCESSORS. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their respective
successors and the controlling persons referred to in Section 7 hereof, and no
other person will have any right or obligation hereunder, except that holders of
Notes shall be entitled to enforce the agreements for their benefit contained in
the second and third sentences of Section 5(b) hereof against the Issuer as if
such holders were parties thereto.




                                       14
<PAGE>

                  Section 13. APPLICABLE LAW. THIS AGREEMENT WILL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO ITS CONFLICT OF LAW PROVISIONS. The Issuer and Bluegreen hereby submit
to the non-exclusive jurisdiction of the federal and state courts in the Borough
of Manhattan in The City of New York in any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.

                  Section 14. COUNTERPARTS, ETC. This Agreement supersedes all
prior or contemporaneous agreements and understandings relating to the subject
matter hereof between the Initial Purchaser, Bluegreen and the Issuer. Neither
this Agreement nor any term hereof may be changed, waived, discharged or
terminated except by a writing signed by the party against whom enforcement of
such change, waiver, discharge or termination is sought. This Agreement may be
signed in any number of counterparts each of which shall be deemed an original,
which taken together shall constitute one and the same instrument.

                  Section 15. NO PETITION. During the term of this Agreement and
for one year and one day after the termination hereof, none of the parties
hereto or any affiliate thereof will file any involuntary petition or otherwise
institute any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding or other proceeding under any federal or state bankruptcy or similar
law against the Issuer.

                  Section 16. OWNER TRUSTEE. It is expressly understood and
agreed by the parties hereto that (a) this Agreement is executed and delivered
by Wilmington Trust Company, not individually or personally but solely as Owner
Trustee of the Issuer, in the exercise of the powers and authority conferred and
vested in it, (b) each of the representations, undertakings and agreements
herein made on the part of the Issuer is made and intended not as personal
representations, undertakings and agreements by Wilmington Trust Company but is
made and intended for the purpose for binding only the Issuer, (c) nothing
herein contained shall be construed as creating any liability on Wilmington
Trust Company, individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person claiming by, through or
under the parties hereto and (d) under no circumstances shall Wilmington Trust
Company be personally liable for the payment of any indebtedness or expenses of
the Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Issuer under this
Agreement or any other related document.




                                       15
<PAGE>
                  If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Issuer and the Initial Purchaser.

                                       Very truly yours,

                                       BXG RECEIVABLES NOTE TRUST 2004-B
                                       By: WILMINGTON TRUST COMPANY, not in
                                            its individual capacity but solely
                                            as Owner Trustee

                                           By: /s/ KATHLEEN A. PEDELINI
                                               ---------------------------------
                                               Name:  Kathleen A. Pedelini
                                               Title: Financial Services Officer

                                       BLUEGREEN CORPORATION

                                       By: /s/ ALLAN J. HERZ
                                           -------------------------------------
                                           Name:  Allan J. Herz
                                           Title: Senior Vice President,
                                                  Mortgage Operations


The foregoing Agreement is
hereby confirmed and accepted as
of the date first above written.

BB&T CAPITAL MARKETS,
  A DIVISION OF SCOTT & STRINGFELLOW, INC.

By: /s/ ANDREW YUDER
    -----------------------------------------
    Name:  Andrew Yuder
    Title: Managing Director






                 [Signature Page of the Note Purchase Agreement]





                                       16
<PAGE>
                                    EXHIBIT A


                          Initial
Class                     Note Balance                 Purchase Price
-----                     ------------                 --------------

A                         $72,300,000                     99.99470%

B                         $24,100,000                     99.99710%

C                         $10,300,000                     99.98900%

D                         $43,000,000                     99.99400%

E                         $6,900,000                      99.33090%





                                       17