BLUEGREEN CORPORATION as Issuer,

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BLUEGREEN CORPORATION
as Issuer,

CERTAIN OF ITS SUBSIDIARIES SPECIFIED HEREIN
as Subsidiary Guarantors,

and

SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION
as Notes Trustee,

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$110,000,000

10 1/2% SENIOR SECURED NOTES DUE 2008

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FIRST SUPPLEMENTAL INDENTURE

Dated as of March 15, 1999

INDENTURE

Dated as of April 1, 1998

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FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of March 15, 1999 (this "First
Supplemental Indenture"), to the Indenture (as defined below), among Bluegreen
Corporation, a Massachusetts corporation (the "Company"), the Subsidiary
Guarantors (as defined in the Indenture), the Subsidiary of the Company listed
on Schedule A annexed hereto (the "Additional Guarantor") and SunTrust Bank,
Central Florida, National Association, a national banking association, in its
capacity as trustee (the "Notes Trustee").

WHEREAS, the Company has issued its 10 1/2% Senior Secured Notes due 2008
(the "Notes") in the aggregate principal amount of $110,000,000 under and
pursuant to the Indenture, dated as of April 1, 1998 (the "Indenture"), among
the Company, the Subsidiary Guarantors named therein and the Notes Trustee; and

WHEREAS, the Additional Guarantor has become a Restricted Subsidiary and
pursuant to Section 10.07 of the Indenture is entering into this First
Supplemental Indenture to thereby become a Subsidiary Guarantor as provided in
Article Ten of the Indenture; and

WHEREAS, pursuant to Section 9.01(a)(iv) of the Indenture, the Company, the
Subsidiary Guarantors, the Additional Guarantor and the Notes Trustee may enter
into this First Supplemental Indenture without the consent of any Noteholder;
and

WHEREAS, all consents and notices required to be obtained and given as
conditions to the execution of this First Supplemental Indenture pursuant to the
Indenture and all other documents relating to the Notes have been obtained and
given;

NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:

ARTICLE 1: AUTHORIZATION; DEFINITIONS

SECTION 1.01. FIRST SUPPLEMENTAL INDENTURE.

This First Supplemental Indenture is supplemental to, and is entered into,
in accordance with Section 9.01 of the Indenture, and except as modified,
amended and supplemented by this First Supplemental Indenture, the provisions of
the Indenture are in all respects ratified and confirmed and shall remain in
full force and effect.

SECTION 1.02. DEFINITIONS.

Unless the context shall otherwise require, all terms which are defined in
Section 1.01 of the Indenture shall have the same meanings, respectively, in
this First Supplemental Indenture as such terms are given in said Section 1.01
of the Indenture.

ARTICLE 2: ADDITIONAL GUARANTOR

SECTION 2.01. ADDITIONAL GUARANTOR.

Pursuant to Section 10.07 of the Indenture, the Additional Guarantor hereby
expressly assumes the obligations of, and otherwise agrees to perform all of the
duties of, a Subsidiary Guarantor under the Indenture, subject to the terms and
conditions thereof, as of the date set forth opposite the name of such
Additional Guarantor on Schedule A hereto.

ARTICLE 3: MISCELLANEOUS

SECTION 3.01. EFFECTIVE DATE.

This First Supplemental Indenture shall become effective upon execution and
delivery hereof.

SECTION 3.02. COUNTERPARTS.

This First Supplemental Indenture may be executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and
the same instrument.

SECTION 3.03. ACCEPTANCE.

The Notes Trustee accepts the Indenture, as supplemented by this First
Supplemental Indenture, and agrees to perform the same upon the terms and
conditions set forth therein as so supplemented. The Notes Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this First Supplemental Indenture or the due execution by the
Company, the Subsidiary Guarantors or the Additional Guarantor, or for or in
respect of the recitals contained herein, all of which are made solely by the
Company.

SECTION 3.04. SUCCESSORS AND ASSIGNS.

All covenants and agreements in this First Supplemental Indenture, by the
Company, the Guarantors, the Additional Guarantor or the Notes Trustee shall
bind its respective successors and assigns, whether so expressed or not.

SECTION 3.05. SEVERABILITY.

In case any provision in this First Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 3.06. GOVERNING LAW.

This First Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York, as applied to contracts made
and performed within the State of New York, without regard to principles of
conflict of laws. Each of the parties hereto agrees to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to this First Supplemental Indenture.

SECTION 3.07. INCORPORATION INTO INDENTURE.

All provisions of this First Supplemental Indenture shall be deemed to be
incorporated in, and made part of, the Indenture, and the Indenture, as amended
and supplemented by this First Supplemental Indenture, shall be read, taken and
construed as one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed as of the date first above written.

BLUEGREEN CORPORATION

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President

BLUEGREEN RESORTS
MANAGEMENT, INC.