RECITALS

                               FIRST AMENDMENT TO
                           LOAN AND SECURITY AGREEMENT



                THIS   FIRST   AMENDMENT   TO  LOAN   AND   SECURITY   AGREEMENT
("Amendment")  is  executed  this 27th day of  February,  1 997,  by and between
BLUEGREEN  RESORTS,  INC.  (formerly known as XXXXXX RESORTS,  INC.). a Delaware
corporation ("Borrower"),  whose principal place of business is 0000 Xxxx Xxxxxx
Xxxx,  Xxxxx 000,  Xxxx Xxxxx,  Xxxxxxx  00000,  and XXXXXX  FINANCIAL,  INC., a
Delaware corporation  ("Lender"),  whose principal place of business is 000 Xxxx
Xxxxxx Xxxxxx, 0 0xx Xxxxx, Xxxxxxx, Xxxxxxxx 00000.

                                    RECITALS

A.   Borrower and Lender  entered into that certain Loan and Security  Agreement
     as of  February  28,  1996  ("Agreement"),  in  connection  with  the Loan
     described therein.

B.   It is the  mutual  desire  of the  parties  to  modify a  provision  of the
     Agreement.

NOW,  THEREFORE,  in  consideration  of these  premises  and for other  good and
valuable consideration, it is agreed that:

     1. Paragraph 5.7 of the Agreement is hereby amended to read in its entirety
as follows:

                  Management.  The manager and the management  contracts for the
                  Resort shall at all times be  satisfactory  to Lender.  For so
                  long as Borrower  controls the Timeshare  Association  for the
                  Resort, Borrower shall not change the Resort manager or amend,
                  modify or waive any provision of or terminate  the  management
                  contract for the Resort  without the prior written  consent of
                  Lender,  which  consent  shall not be  unreasonably  withheld.
                  Xxxxxx Xxxxxxx and Xxxxxxx  Xxxxxxx shall remain the principal
                  officers  of  the  Borrower  and  Xxxxxx  Xxxxxxx  shall  have
                  authority to make all material  business  decisions during the
                  term of the Loan.

     2. All other terms and revisions of the Agreement  remain in full force and
effect to the extent they are consistent with the above revised provision.



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment or have
caused the same to be executed by their duly  authorized  representatives  as of
the date first above written.

                                                                BORROWER:

WITNESSES:                                               BLUEGREEN RESORTS, INC.


                                                         By:
                                                         Xxxxxxx X. Xxxxxxx
                                                         President


                                                         LENDER:

WITNESSES:                                               XXXXXX FINANCIAL, INC.


                                                         By:
                                                         Xxxxxxx Xxxxxx
                                                         Vice President