BLUEGREEN CORP
THIRD  MODIFICATION  AGREEMENT
<DOCUMENT>
<TYPE>EX-10.176
<SEQUENCE>7
<FILENAME>d67975_ex10-176.txt
<DESCRIPTION>THIRD  MODIFICATION  AGREEMENT
<TEXT>

                          THIRD MODIFICATION AGREEMENT

                    (Receivables Loan and Security Agreement)

      THIS  THIRD   MODIFICATION   AGREEMENT   (Receivables  Loan  and  Security
Agreement)  ("Third  Modification  Agreement"),  dated to be effective as of the
15th day of February,  2006 ("Effective  Date"),  is entered into by and between
BLUEGREEN  CORPORATION,  a Massachusetts  corporation  ("Bluegreen"),  BLUEGREEN
VACATIONS UNLIMITED, INC., a Florida corporation ("BVI") and BLUEGREEN/BIG CEDAR
VACATIONS,   LLC,  a  Delaware  limited  liability  company  ("Big  Cedar")  and
RESIDENTIAL FUNDING CORPORATION,  a Delaware corporation ("Lender") with respect
to the Loan Documents defined below.

                                R E C I T A L S:

      A. Bluegreen, BVI and Big Cedar (collectively,  "Borrower") and Lender are
parties to that  certain Loan and  Security  Agreement  dated as of February 10,
2003 as amended by a Modification  Agreement  dated as of September 10, 2003 and
as amended by a Second  Modification  Agreement  dated as of September  15, 2004
(collectively,  "Loan  Agreement"),  pursuant to which  Lender  agreed to make a
revolving  receivables  loan to Borrower on the terms and  conditions  set forth
therein in a maximum  principal  amount of $75,000,000  ("Loan").  The documents
executed in connection with the Loan are  collectively  referred to as the "Loan
Documents."

      B. The total outstanding balance of the Loan presently owed by Borrower to
Lender as of February 10, 2006 is $24,365,787.60 ("Loan Balance"),  plus any and
all accrued and unpaid interest thereon and certain costs and expenses of Lender
to the extent due and owing under the Loan Documents.

      C. Borrower has  requested  that Lender modify the Loan and the other Loan
Documents to, among other things,  extend the Advance  Period under the Loan and
thereby concurrently extend the Maturity Date of the Loan.

      D.  All  of  the  documents   executed  in  connection   with  this  Third
Modification Agreement,  inclusive of the Third Modification Agreement, shall be
referred to herein as the "Modification Documents."

                               A G R E E M E N T:

      NOW THEREFORE,  in consideration of the foregoing  premises and the mutual
covenants  hereinafter  stated,  and for good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:

1. Acknowledgement of Existing Indebtedness.

      1.1 Borrower  acknowledges  that it is truly and justly indebted to Lender
in the amount of the  outstanding  loan  balance,  plus all  accrued  and unpaid
interest on the Loan and all other costs,  fees and expenses that are, under the
Loan Agreement or the other Loan Documents,


<PAGE>

properly chargeable to Borrower.

      1.2  Borrower  acknowledges  that,  as of the date  hereof,  it has (i) no
defense, counterclaim,  offsets, cross-complaint,  claim or demand of any nature
whatsoever  which  can be  asserted  as a basis to seek  affirmative  relief  or
damages from Lender or to reduce or eliminate  all or any part of its  liability
to repay the Loan,  and (ii) no other claim  against  Lender with respect to any
aspect of the transactions in respect of which the Loan was made.

2. Modification to Loan Documents.

      2.1 Modification of Loan Agreement:  As material  inducements to Lender to
enter  into  this  Third  Modification  Agreement,  and  acknowledging  Lender's
reliance upon such  inducements,  the parties  agree that the Loan  Agreement is
amended in the following respects:

            (a) The  definition  of the term  "A&D  Loan" is hereby  amended  by
      deleting such definition in its entirety and replacing and substituting in
      lieu thereof the following:

                  "A&D Loan" means the revolving  acquisition,  development  and
                  construction  loan made by Lender to Borrower's  Affiliates in
                  the maximum  principal amount of $150,000,000  pursuant to the
                  terms and conditions of the A&D Loan Agreement.

            (b) The definition of the term "Advance Period" is hereby amended by
      deleting such definition in its entirety and replacing and substituting in
      lieu thereof the following:

                  "Advance Period" means the period  commencing on the Effective
                  Date of this Third  Modification  Agreement  and ending on the
                  close of the Business Day (or if not a Business Day, the first
                  Business Day  thereafter) on the date following 24 months from
                  the Effective Date of this Third Modification  Agreement (i.e.
                  February 15, 2008).

            (c)  Section  6.5(2)  of the Loan  Agreement  is hereby  amended  by
      deleting the existing  Section  6.5(2) in its entirety and  replacing  and
      substituting in lieu thereof the following Section 6.5(2):

                  6.5(2) Ratio of Total  Liabilities to Net Worth. At all times,
                  the ratio of the Debt of Bluegreen  Corporation  determined in
                  accordance  with GAAP  consistently  applied on a consolidated
                  basis, not including non-recourse,  receivables-backed debt of
                  up to $500  million  and not  including,  but not  limited to,
                  contingent  liabilities,  to its Net Worth  shall  not  exceed
                  2.5:1.

      2.2 Modification of Other Loan Documents.  Without limiting Lender's right
to require  that all other Loan  Documents  be  expressly  amended by a separate
instrument in order to effect the intent of this Third  Modification  Agreement,
all of the Loan  Documents are hereby deemed to be amended to include this Third
Modification Agreement and the other Modification Documents.


                                       2
<PAGE>

3. Fees, Costs and Expenses.

      Borrower  agrees  to pay to  Lender  all  reasonable  costs  and  expenses
incurred by Lender in connection with this Third Modification  Agreement and the
other  modification  of  the  Loan  Documents,  including,  without  limitation,
attorneys'  fees and  expenses  incurred.  Such  legal fees and  expenses  shall
include,  without limitation,  the costs associated with this Third Modification
Agreement.  Borrower agrees to pay such costs and expenses to Lender immediately
upon the execution of this Third Modification Agreement.

4.  Reaffirmation of Existing Security  Interests.  Borrower hereby confirms and
agrees  that  Lender's  security  interest in all of the  collateral  previously
pledged to Lender  pursuant to the Loan  Documents  shall continue to secure the
payment and performance of all of Borrower's  Obligations to Lender, as modified
by this Third Modification Agreement.

5.   Representations,   Warranties  And  Agreements  Of  Borrower.  As  material
inducements  to Lender to enter  into this  Third  Modification  Agreement,  and
acknowledging  Lender's reliance upon the truth and accuracy  thereof,  Borrower
represents, warrants, acknowledges and agrees that to Borrower's actual, present
knowledge:

      5.1 The recitals set forth above are true and correct.

      5.2 All financial statements and other information  delivered to Lender by
or on  behalf  of any  Borrower  in  connection  with  this  Third  Modification
Agreement  were true and correct as of the respective  dates  thereof,  and that
their  has not  been a  Material  Adverse  Change  in any  Borrower's  financial
condition  since that  presented by the latest  financial  statements  and other
information   provided  to  Lender.   Lender  acknowledges  that  the  financial
restatements  publicly disclosed in Bluegreen's current report on Form 8-K dated
December  19, 2005 will not  constitute a breach of Section 5.2 or 5.3 herein or
Section 5.6 of the Loan Agreement.

      5.3 As of the date hereof, no Event of Default or Incipient Default exists
with respect to the Loan Documents.

      5.4 As of the  date  hereof,  no  Borrower  is the  subject  of a  pending
bankruptcy  proceeding  and no  Borrower is aware of any  threatened  bankruptcy
proceeding against any Borrower.

      5.5 There are no  proceedings  pending or threatened  against or affecting
any Borrower in any court,  before any  governmental  authority,  or arbitration
board or  tribunal  which  may  result  in a  Material  Adverse  Change.  Lender
acknowledges  that Borrower has disclosed to Lender the proceeding  filed by the
State of Tennessee as disclosed in Bluegreen's September 30, 2005 Form 10-Q.

      5.6  All of the  representations  and  warranties  contained  in the  Loan
Agreement  and the other  Loan  Documents  are true and  correct  as of the date
hereof and are hereby reaffirmed and ratified.

      5.7 This Third  Modification  Agreement and any documents and  instruments
executed


                                       3
<PAGE>

in  connection  herewith have been  authorized by all necessary  action and when
executed will be the legal, valid and binding obligations of each Borrower.

      5.8 Each  Borrower's  execution,  delivery and  performance  of this Third
Modification  Agreement  does  not and  will  not (i)  violate  any  law,  rule,
regulation or court order to which such Borrower is subject,  (ii) conflict with
or result in a breach of the articles of formation, bylaws, operating agreement,
partnership  agreement  or other  formation  document  of such  Borrower  or any
agreement  or  instrument  to which  such  Borrower  is a party or by which  its
properties are bound, or (iii) result in the creation or imposition of any lien,
security  interest or encumbrance on any property of such Borrower,  whether now
owned or hereafter acquired, other than liens in favor of Lender.

      5.9 Each  Borrower  acknowledges  that such  Borrower has  consulted  with
counsel and with such other  experts and advisors as it has deemed  necessary in
connection  with  the   negotiation,   execution  and  delivery  of  this  Third
Modification  Agreement.  This Third  Modification  Agreement shall be construed
without regard to any presumption or rule requiring that it be construed against
the party  causing  this Third  Modification  Agreement or any part hereof to be
drafted.

      5.10 All terms,  conditions  and  provisions  of the Loan  Agreement,  the
applicable  promissory note and the other Loan Documents are hereby  reaffirmed,
ratified and continued in full force and effect and shall remain  unaffected and
unchanged except as specifically amended hereby.

6.  Conditions  Precedent  To  Effectiveness.  The  effectiveness  of this Third
Modification  Agreement is subject to the full and complete satisfaction of each
and every one of the following conditions precedent:

      6.1 Lender shall have  received  this Third  Modification  Agreement  duly
executed and in form and substance acceptable to Lender.

      6.2 Lender  shall have  received  from  Borrower any amounts due to Lender
pursuant to Section 3 of this Third Modification Agreement.

7. Miscellaneous Terms.

      7.1 Complete Agreement. Notwithstanding anything to the contrary contained
herein or in any other  instrument  executed by the parties and  notwithstanding
any other  action or  conduct  undertaken  by the  parties on or before the date
hereof,  the  agreements,   covenants  and  provisions  contained  herein  shall
constitute the only evidence of Lender's  agreement to modify the Loan Agreement
and the other Loan Documents.  Accordingly, no express or implied consent to any
further modifications shall be inferred or implied by Lender's execution of this
Third  Modification  Agreement.  The Loan Agreement and this Third  Modification
Agreement,  together  with the  other  Loan  Documents,  constitute  the  entire
agreement and  understanding  among the parties  relating to the subject  matter
hereof,  and  supersedes  all  prior  proposals,  negotiations,  agreements  and
understandings  relating to such  subject  matter.  In entering  into this Third
Modification  Agreement,  each  Borrower  acknowledges  that it is relying on no
statement,  representation,  warranty, covenant


                                       4
<PAGE>

or  agreement  of any kind made by the  Lender or any  employee  or agent of the
Lender, except for the agreements of Lender set forth herein.

      7.2 No Waiver.  Lender's  execution of this Third  Modification  Agreement
shall not  constitute a waiver  (either  express or implied) of the  requirement
that  any  further  modification  of the Loan  Agreement  or of any  other  Loan
Document shall require the express written approval of Lender.  No such approval
(either express or implied) has been given as of the date hereof.

      7.3 Full Force and Effect;  Conflict. Other than as specifically set forth
herein,  the remaining  terms of the Loan Agreement and the other Loan Documents
shall remain in full force and effect.  Notwithstanding anything to the contrary
contained in the Loan Agreement or the other Loan  Documents,  in the event of a
conflict  between  the terms of this Third  Modification  Agreement  (on the one
hand) and the Loan  Agreement or other Loan  Documents (on the other hand),  the
terms of this Third Modification  Agreement shall control.  Nothing contained in
this Third  Modification  Agreement  is  intended  to or shall be  construed  as
relieving  any  person or  entity,  whether a party to this  Third  Modification
Agreement or not, of any of such person's or entity's obligations to Lender.

      7.4 Successors and Assigns. The Loan Documents as modified herein shall be
binding  upon and shall  inure to the  benefit of each  Borrower  and Lender and
their successors and assigns and the executors,  legal administrators,  personal
representatives,  heirs, devisees, and beneficiaries of each Borrower, provided,
however,  no  Borrower  may  assign  any of its  rights or  delegate  any of its
obligations under the Loan Documents and any purported  assignment or delegation
shall be void.

      7.5  Severability.  If any one or more of the provisions of a Modification
Document is held to be invalid,  illegal or  unenforceable in any respect or for
any reason  (all of which  invalidating  laws are waived to the  fullest  extent
possible),  the validity,  legality and enforceability of any remaining portions
of such provision(s) in every other respect and of the remaining provision(s) of
such Modification Document shall not be in any respect impaired. In lieu of each
such unenforceable  provision,  there shall be added  automatically as a part of
such Modification  Document a provision that is legal, valid and enforceable and
is as similar in terms to such unenforceable provisions as may be possible.

      7.6  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together  shall  constitute one and the same  document.  Signature  pages may be
detached  from the  counterparts  and  attached  to a single  copy of this Third
Modification Agreement to physically form one document.

                         [Signatures on Following Page]


                                       5
<PAGE>

DATED as of the date first above stated.

                                        BORROWER:

                                        BLUEGREEN CORPORATION, a
                                        Massachusetts corporation


                                        By:
                                           -------------------------------------
                                        Printed Name:
                                                     ---------------------------
                                        Title:
                                              ----------------------------------


                                        BLUEGREEN VACATIONS UNLIMITED, INC.
                                        a Florida corporation


                                        By:
                                           -------------------------------------
                                        Printed Name:
                                                     ---------------------------
                                        Title:
                                              ----------------------------------


                                        BLUEGREEN/BIG CEDAR VACATIONS, LLC.
                                        a Delaware limited liability company


                                        By:
                                           -------------------------------------
                                        Printed Name:
                                                     ---------------------------
                                        Title:
                                              ----------------------------------


                                        LENDER

                                        RESIDENTIAL FUNDING CORPORATION,
                                        a Delaware corporation


                                        By
                                          --------------------------------------
                                        Print Name: Jeff Owings
                                        Its: Managing Director
</TEXT>
</DOCUMENT>
