December 1, 1999

   1




                                                                  Exhibit 10.137



                                December 1, 1999



Xxxxxx Financial, Inc.
Attn: Portfolio Manager, Vacation Ownership
000 Xxxx Xxxxxx Xx., 00xx Xx.
Chicago, IL 60661

     Re:  Master Bluegreen Resort Loan Facility, dated as of October 20, 1998,
          Between Bluegreen Corporation and Xxxxxx Financial, Inc. (the
          "Existing Master Loan Facility")

Dear Ladies and Gentlemen:

     We refer to the Existing Master Loan Facility. In connection with the
closing of the Resort Loan, as such term is defined in the Existing Master Loan
Facility, in respect of Shore Crest Vacation Villas II Horizontal Property
Regime in North Myrtle Beach, South Carolina, we hereby request that you agree
to the following modifications to the Existing Master Loan Facility:

               1.  The reference in Section 1.1(a) of the Existing Master Loan
          Facility and the reference in the defined term "Resort Loan Limit" in
          the Existing Master Loan Facility to "$25,000,000" shall be increased
          to "$28,000,000."

               2.  The reference in Section 1.5 of the Existing Master Loan
          Facility to "$250,000" shall be increased to "$280,000" and the
          reference in said Section to "$150,000" shall be increased to
          "$180,000."

     It is the intention of the undersigned, with your agreement to the same,
to increase the overall amount of the Existing Master Loan Facility to
$28,000,000, and to, contemporaneously with your agreement to the same, pay to
you the full 1% commitment fee in respect thereof of $30,000.

     Except as explicitly amended by this letter, the Existing Master Loan
Facility remains in full force and effect under its terms as in effect
immediately prior to the effectiveness of this letter agreement.

     If you are in agreement with the above, please execute the copy of the
letter attached hereto, whereupon this letter shall become an agreement between
us and shall modify the Existing Master Loan Facility as set forth above.

                                                BLUEGREEN CORPORATION


                                                By: /s/ XXXXX X. XXXX
                                                   -----------------------------
                                                   Name:  Xxxxx X. Xxxx
                                                   Title: Vice President



AGREED TO:

XXXXXX FINANCIAL, INC.


By: /s/ XXXXXX X. XXXXXXX
   ----------------------------
   Name:  Xxxxxx X. Xxxxxxx
   Title: Senior Vice President