BLUEGREEN CORP
LAND INVENTORY ADVANCE NOTE
<DOCUMENT>
<TYPE>EX-10.134
<SEQUENCE>7
<FILENAME>d55694_ex10-134.txt
<DESCRIPTION>LAND INVENTORY ADVANCE NOTE
<TEXT>
                                                                  EXHIBIT 10.134

                           LAND INVENTORY ADVANCE NOTE
                                    (SECURED)
                                  ($8,500,000)
                         THE MATURITY DATE OF THIS NOTE
                                IS MARCH 10, 2006

$8,500,000.00                                                     March 26, 2003

      FOR VALUE RECEIVED, the undersigned BLUEGREEN COMMUNITIES OF GEORGIA, LLC,
a Georgia limited liability company and BLUEGREEN CORPORATION, a Massachusetts
corporation (individually and collectively, jointly and severally, "Maker"),
hereby promise to pay to the order of Foothill Capital Corporation, a California
corporation ("Lender"), as hereinafter provided, in such coin or currency of the
United States which shall be legal tender in payment of all debts and dues,
public and private, at the time of payment, the principal sum of EIGHT MILLION
FIVE HUNDRED THOUSAND DOLLARS ($8,500,000.00) (the "principal sum") together
with interest thereon from the date hereof until paid. Capitalized terms used in
this Promissory Note (the "Note") and not otherwise defined herein shall have
the meanings set forth in that certain Amended and Restated Loan and Security
Agreement by and between Lender and Bluegreen Corporation dated as of September
23, 1997, as amended by four amendments, each dated December 1, 2000, November
9, 2001, August 28, 2002, and the fourth dated contemporaneously herewith,
(hereinafter, the "Loan Agreement") and the definitions of such capitalized
terms, as set forth in the Loan Agreement, are incorporated herein by this
reference. Likewise, to the extent terms and provisions of the Loan Agreement
are referred to in this Note, they are incorporated herein by each such
reference.

      (a) The unpaid principal balance of this Note shall bear interest at the
reate provided in the Loan Inventory Advances. Maker promises to pay interest
and principal on the unpaid principal balance of this Note on the dates and at
the rates and in the amounts provided in the Loan Agreement. for a Land
Inventory Advance. Interest chargeable hereunder shall be calculated as set
forth in the Loan Agreement for Land Inventory Advances, and may be prepaid at
any time without penalty. All payment sof this Note shall be made and credited a
s provided in the Loan Agreement for Land Inventory Advances.

      (b) The outstanding unpaid principal balance of the Loan evidenced hereby,
together with any and all accrued and unpaid interest hereunder, shall be due
and payable if not sooner because of an Event of Default, on March 10, 2006.

      (c) In no contingency or event whatsoever, whether by reason of
advancement of the proceeds hereof, or otherwise shall the amount paid or agreed
to be paid to Lender for the use, forbearance, or detention of the money
advanced or to be advanced hereunder exceed the highest lawful rate permissible
under any law which a Court of competent jurisdiction may deem applicable
hereto. If any amount is received in excess of such highest lawful rate, such
amount shall be applied by Lender in reduction of the principal

<PAGE>

sum. All unpaid principal and/or unpaid installments of principal or interest
shall bear interest after maturity or due date thereof, or after default, at the
"Default Rate", (as defined in Section 2.4 of the Loan Agreement), until paid.

      (d) Maker, for itself and its legal representatives, successors and
assigns, expressly waives presentment, demand, protest, notice of dishonor,
notice of non-payment, notice of maturity, notice of protest, presentment for
the purpose of accelerating maturity, diligence in collection, and the benefit
of any exemption under the homestead exemption laws, if any, or any other
exemption or insolvency laws, and consents that Lender may release or surrender,
exchange or substitute any real estate and/or personal property or other
collateral security now held or which may hereafter be held as security for the
payment of this Note, and may extend the time for payment or otherwise modify
the terms of the payment of any part or the whole of the debt evidenced hereby.

      (e) Maker agrees to pay all charges incident to, arising out of or in
connection with the preparation, execution, delivery and enforcement of this
Note, including, without limitation, all attorneys' fees and disbursements
incurred by Lender, whether incurred prior to litigation, or in litigation at
trial or on appeal and all expenses, including, without limitation, attorneys'
fees and disbursements incident to the enforcement of payment of this Note, by
any action or participation in, or in connection with, a case or proceeding
under Chapters 7, 11 or 13 of the Bankruptcy Code or any successor statute
thereto.

      (f) IT IS EXPRESSLY AGREED THAT, UPON THE OCCURRENCE OF AN EVENT OF
DEFAULT UNDER THE LOAN AGREEMENT, THE UNPAID PRINCIPAL BALANCE OF THIS NOTE,
TOGETHER WITH INTEREST ACCRUED HEREON, SHALL BE DUE AND PAYABLE AS PROVIDED IN
THE LOAN AGREEMENT, WITHOUT PRESENT, DEMAND, PROTEST, OR NOTICE OR PROTEST, OF
ANY KIND, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED. IT IS FURTHER UNDERSTOOD
THAT THIS NOTE IS SECURED BY, AMONG OTHER THINGS, THE LIENS GRANTED TO LENDER
UNDER OTHER LOAN DOCUMENTS, UNLESS EXPRESSLY PROVIDED FOR TO THE CONTRARY IN THE
LOAN AGREEMENT. ALL OF THE COVENANTS, CONDITIONS, WARRANTIES, REPRESENTATIONS
AND AGREEMENTS CONTAINED IN THE LOAN AGREEMENT OR IN THE LOAN DOCUMENTS, ARE
HEREBY INCORPORATED HEREIN AND MADE A PART HEREOF.

      (g) THE VALIDITY OF THIS NOTE, ITS CONSTRUCTION, INTERPRETATION, AND
ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER,
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE PARTIES AGREE
THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS NOTE SHALL BE
TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA OR, AT THE SOLE OPTION OF FOOTHILL, IN ANY
OTHER COURT IN WHICH FOOTHILL SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND
WHICH HAS SUBJECT MATTER


                                       2
<PAGE>

JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH OF MAKER AND FOOTHILL WAIVES,
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT
THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY
PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS NOTE. MAKER AND FOOTHILL HEREBY
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE
TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. MAKER AND
FOOTHILL REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS NOTE MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.

      (h) Each of Makers is accepting joint and several liability hereunder in
consideration of the financial accommodations to be provided by Lender under
this Note, for the mutual benefit, directly and indirectly, of each of 4 LA
46486v1 2/20/2003 Makers and in consideration of the undertakings of the other
Makers to accept joint and several liability for the Obligations (as used
herein, the term Obligations shall have the meaning set forth in the Loan
Agreement, excluding from such definition Advances made pursuant to Sections
2.1, 2.3 & 2.8 of the Loan Agreement).

      (i) Each of Makers, jointly and severally, hereby irrevocably and
unconditionally accepts, not merely as a surety but also as a co-debtor, joint
and several liability with the other Makers, with respect to the payment and
performance of all of the Obligations (including, without limitation, any
Obligations arising under these paragraphs (h) through (r), it being the
intention of the parties hereto that all the Obligations shall be the joint and
several obligations of each Person composing Makers without preferences or
distinction among them.

      (j) If and to the extent that any of Makers shall fail to make any payment
with respect to any of the Obligations as and when due or to perform any of the
Obligations in accordance with the terms thereof, then in each such event the
other Persons composing Makers will make such payment with respect to, or
perform, such Obligation.

      (k) The Obligations of each Person composing Makers under this Note
constitute the absolute and unconditional, full recourse Obligations of each
Person composing Makers enforceable against each such Maker to the full extent
of its properties and assets, irrespective of the validity, regularity or
enforceability of this Note or any other circumstances whatsoever.

      (l) Except as otherwise expressly provided in this Note, each Person
composing Makers hereby waives notice of acceptance of its joint and several
liability, notice of the occurrence of any Default, Event of Default, or of any
demand for any payment under this Note, notice of any action at any time taken
or omitted by Lender


                                       3
<PAGE>

under or in respect of any of the Obligations, any requirement of diligence or
to mitigate damages and, generally, to the extent permitted by applicable law,
all demands, notices and other formalities of every kind in connection with this
Note (except as otherwise provided in this Note). Each Person composing Makers
hereby assents to, and waives notice of, any extension or postponement of the
time for 5 LA 46486v1 2/20/2003 the payment of any of the Obligations, the
acceptance of any payment of any of the Obligations, the acceptance of any
partial payment thereon, any waiver, consent or other action or acquiescence by
Lender at any time or times in respect of any default by any Person composing
Makers in the performance or satisfaction of any term, covenant, condition or
provision of this Note, any and all other indulgences whatsoever by Lender in
respect of any of the Obligations, and the taking, addition, substitution or
release, in whole or in part, at any time or times, of any security for any of
the Obligations or the addition, substitution or release, in whole or in part,
of any Person composing Makers. Without limiting the generality of the
foregoing, each of Makers assents to any other action or delay in acting or
failure to act on the part of Lender with respect to the failure by any Person
composing Makers to comply with any of its respective Obligations, including,
without limitation, any failure strictly or diligently to assert any right or to
pursue any remedy or to comply fully with applicable laws or regulations
thereunder, which might, but for the provisions of paragraphs (h) through (r) of
this Note afford grounds for terminating, discharging or relieving any Person
composing Makers, in whole or in part, from any of its Obligations under this
Note, it being the intention of each Person composing Makers that, so long as
any of the Obligations hereunder remain unsatisfied, the Obligations of such
Person composing Makers under this Note shall not be discharged except by
performance and then only to the extent of such performance. The Obligations of
each Person composing Makers under this Note shall not be diminished or rendered
unenforceable by any winding up, reorganization, arrangement, liquidation,
reconstruction or similar proceeding with respect to any Person composing Makers
or Lender. The joint and several liability of the Persons composing Makers
hereunder shall continue in full force and effect notwithstanding any
absorption, merger, amalgamation or any other change whatsoever in the name,
constitution or place of formation of any of the Persons composing Makers or
Lender.

      (m) Each Person composing Makers represents and warrants to Lender that
such Maker is currently informed of the financial condition of Makers and of all
other circumstances which a diligent inquiry would reveal and which bear upon
the risk of nonpayment of the Obligations. Each Person composing Makers further
represents and 6 LA 46486v1 2/20/2003 warrants to Lender that such Maker has
read and understands the terms and conditions of the Loan Documents. Each Person
composing Makers hereby covenants that such Maker will continue to keep informed
of Makers' financial condition, the financial condition of other guarantors, if
any, and of all other circumstances which bear upon the risk of nonpayment or
nonperformance of the Obligations.

      (n) Each of the Persons composing Makers waives all rights and defenses
arising out of an election of remedies by Lender, even though that election of
remedies, such as a nonjudicial foreclosure with respect to security for a
guaranteed obligation, has destroyed Lender's rights of subrogation and
reimbursement against such Maker by the operation of Section 580(d) of the
California Code of Civil Procedure or otherwise:


                                       4
<PAGE>

      (o) Each of the Persons composing Makers waives all rights and defenses
that such Maker may have because the Obligations are secured by Real Property.
This means, among other things:

            (i) Lender may collect from such Maker without first foreclosing on
            any Real or Personal Property Collateral pledged by Makers.

            (ii) If Lender forecloses on any Real Property Collateral pledged by
            Makers:

                  (A) The amount of the Obligations may be reduced only by the
                  price for which that collateral is sold at the foreclosure
                  sale, even if the collateral is worth more than the sale
                  price.

                  (B) Lender may collect from such Maker even if Lender, by
                  foreclosing on the Real Property Collateral, has destroyed any
                  right such Maker may have to collect from the other Makers.

            This is an unconditional and irrevocable waiver of any rights and
defenses such Maker may have because the Obligations are secured by Real
Property. These rights and defenses include, but are not limited to, any rights
or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of
Civil Procedure.

      (p) The provisions of these paragraphs (h) through (r) are made for the
benefit of Lender and its respective successors and assigns, and may be enforced
by it or them from time to time against any or all of the Persons composing
Makers as often as occasion therefor may arise and without requirement on the
part of Lender, successor, or assign first to marshal any of its or their claims
or to exercise any of its or their rights against any of the other Persons
composing Makers or to exhaust any remedies available to it or them against any
of the other Persons composing Makers or to resort to any other source or means
of obtaining payment of any of the Obligations hereunder or to elect any other
remedy. The provisions of these paragraphs (h) through (r) shall remain in
effect until all of the Obligations shall have been paid in full or otherwise
fully satisfied. If at any time, any payment, or any part thereof, made in
respect of any of the Obligations, is rescinded or must otherwise be restored or
returned by Lender upon the insolvency, bankruptcy or reorganization of any of
the Persons composing Makers, or otherwise, the provisions of th these
paragraphs (h) through (r) will forthwith be reinstated in effect, as though
such payment had not been made.

      (q) Each of the Persons composing Makers hereby agrees that it will not
enforce any of its rights of contribution or subrogation against the other
Persons composing Makers with respect to any liability incurred by it hereunder
or under any of the other Loan Documents, any payments made by it to Lender with
respect to any of the Obligations or any collateral security therefor until such
time as all of the Obligations have been paid in full in cash. Any claim which
any Maker may have against any other Maker with respect to any payments to
Lender hereunder or under any other Loan Documents are hereby expressly made
subordinate and junior in right of payment, without limitation as to any
increases in the Obligations arising hereunder or thereunder,


                                       5
<PAGE>

to the prior payment in full in cash of the Obligations and, in the event of any
insolvency, bankruptcy, receivership, liquidation, reorganization or other
similar proceeding under the laws of any jurisdiction relating to any Maker, its
debts or its assets, whether voluntary or involuntary, all such Obligations
shall be paid in full in cash before any payment or distribution of any
character, whether in cash, securities or other property, shall be made to any
other Maker therefor.

      (r) Each of the Persons composing Makers hereby agrees that, after the
occurrence and during the continuance of any Default or Event of Default, the
payment of any amounts due with respect to the indebtedness owing by any Maker
to any other Maker is hereby subordinated to the prior payment in full in cash
of the Obligations. Each Maker hereby agrees that after the occurrence and
during the continuance of any Default or Event of Default, such Maker will not
demand, sue for or otherwise attempt to collect any indebtedness of any other
Maker owing to such Maker until the Obligations shall have been paid in full in
cash. If, notwithstanding the foregoing sentence, such Maker shall collect,
enforce or receive any amounts in respect of such indebtedness, such amounts
shall be collected, enforced and received by such Maker as trustee for the
Lender, and such Maker shall deliver any such amounts to Lender for application
to the Obligations.

      (s) Each of Makers agrees that Lender may deal exclusively with Bluegreen
Corporation with respect to the Obligations under this Note and the Obligations,
as defined in the Loan Agreement, arising under the Loan Agreement and that
Bluegreen Corporation has full power and authority to act on behalf of all
Makers and to bind them accordingly. Further, notice to Bluegreen Corporation
alone shall be conclusively deemed to have been given to all Makers.

      IN WITNESS WHEREOF, Maker has caused this Note to beduly created on the
day and year first above written.

                                    "MAKER"

                                    BLUEGREEN COMMUNITIES OF GEORGIA, LLC,
                                    a Georgia limited liability company

                                    By /S/ DANIEL C. KOSCHER
                                       ----------------------------------------
                                    Print Name:  Daniel C. Koscher
                                    Print Title:  Manager


                                    BLUEGREEN CORPORATION,
                                    a Massachusetts corporation

                                    By /S/ DANIEL C. KOSCHER
                                       ----------------------------------------
                                    Print Name:  Daniel C. Koscher
                                    Print Title:  Senior Vice President


                                       6

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</DOCUMENT>
