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                                                                   EXHIBIT 10.71

THIS INSTRUMENT PREPARED BY:
LUIS A. CONSUEGRA, ESQ.
OCEAN BANK, LEGAL DEPT.
780 NW 42ND AVENUE, SUITE 300
MIAMI, FLORIDA 33126



NOTE: DOCUMENTARY STAMP TAX AND INTANGIBLE TAX ARE HEREBY PAID ON THE FUTURE
ADVANCE IN THE AMOUNT OF $9,750,000.00. DOCUMENTARY STAMP TAX AND INTANGIBLE TAX
HAVE BEEN PAID ON THE ORIGINAL NOTE AS EVIDENCED BY INSTRUMENT RECORDED IN
OFFICIAL RECORDS BOOK 1923 AT PAGE 2502 OF THE PUBLIC RECORDS OF OSCEOLA COUNTY,
FLORIDA; THEREFORE, NO ADDITIONAL DOCUMENTARY STAMP TAX NOR INTANGIBLE TAX IS
DUE ON THE CONSOLIDATED NON-REVOLVER NOTE NOR THE REVOLVER NOTE.



                  FUTURE ADVANCE, CONSOLIDATION, MODIFICATION,
                                       AND
                   RATIFICATION OF MORTGAGE AND NOTE AGREEMENT

                  THIS AGREEMENT made and entered into on this______ day of
_________ 2002, by and between OCEAN BANK, a Florida banking corporation,
hereinafter referred to as "THE BANK"; and ORIOLE HOMES CORP., a Florida
corporation, hereinafter referred to as "THE MORTGAGOR";


                           W I T N E S S E T H:

                  THAT THE MORTGAGOR on August 23, 2001 obtained a land
acquisition loan from THE BANK for the amount of ONE MILLION THREE HUNDRED
SEVENTY FIVE THOUSAND AND NO/100 DOLLARS ($1,375,000.00, as evidenced by a
promissory note of said date, in said amount, and under the terms, covenants and
conditions as recited therein, hereinafter referred to as the "ORIGINAL NOTE;"
and

                  THAT the ORIGINAL NOTE is secured by a Mortgage Deed executed
by and delivered by THE MORTGAGOR to THE BANK, dated August 23, 2001, recorded
in Official Records Book 1923 at Page 2502 of the Public Records of Osceola
County, Florida, Florida, hereinafter referred to as THE MORTGAGE, encumbering
the property legally described as follows:

                  Lots 105, 106, 377, and Tract C and Tract D, CELEBRATION SOUTH
                  VILLAGE UNIT 3, according to the Plat thereof as recorded in
                  Plat Book 11 at page 34 through 50, inclusive, of the Public
                  Records of Osceola County, Florida.





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                  THAT, as additional security collateral for the above
promissory note, THE MORTGAGOR executed in favor of THE BANK the following
instruments:

                  (i)      UCC-1 Financing Statement recorded in Official
                           Records Book 1923 at Page 2521;

                  (ii)     Assignment of Leases, Rents and Profits recorded in
                           Official Records Book 1923 at Page 2515; and

                  (iii)    Collateral Assignment of Development Documents
                           recorded in Official Records Book 1923 at Page 2523
                           all of the Public Records of Osceola County, Florida;
                           together with:

                  (iv)     Various other loan documentation,

hereinafter collectively referred to as the Loan Documents; and

                  THAT pursuant to the future advance clause as contained in THE
MORTGAGE, THE MORTGAGOR is requesting a future advance for the amount of
$9,750,000.00 for construction purposes, and has further requested that it be
consolidated together with the ORIGINAL NOTE for a total loan amount of ELEVEN
MILLION ONE HUNDRED TWENTY FIVE THOUSAND AND NO/100 DOLLARS ($11,125,000.00),
and THE BANK agreed to it provided that the future advance and consolidation be
secured by THE MORTGAGE, and all Loan Documents..

                  NOW THEREFORE, in consideration of the premises, the amount of
TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration in
hand paid by the parties each to the other, the receipt of which is hereby
acknowledged, the parties hereby mutually covenant and agree as follows:

                  (1) That above recitals are true and correct.

                  (2) That all payments due THE BANK pursuant to ORIGINAL NOTE
are current, and the present outstanding principal balance is $1,331,362.23,
plus accrued interest, with a balance available for disbursement of $43,637.77.

                  (3) That THE MORTGAGOR does hereby acknowledge the
availability from THE BANK of the sum of NINE MILLION SEVEN HUNDRED FIFTY
THOUSAND AND NO/100 DOLLARS ($9,750,000.00), which together with the ORIGINAL
NOTE makes a total loan amount of ELEVEN MILION ONE HUNRED TWENTY FIVE THOUSAND
AND NO/100 DOLLARS ($11,125,000.00), plus accrued interest, if any, which debt
is evidenced by two promissory notes of even date herewith for the amount of
$8,441,298.00 and $2,683,702.00, and under the terms, covenants and conditions
as recited therein, hereinafter referred to as the REVOLVER NOTE and the
CONSOLIDATED NON REVOLVER NOTE, respectively.

                  (4) That THE MORTGAGOR and THE BANK do hereby acknowledge that
the ORIGINAL NOTE is hereby superseded and substituted by the CONSOLIDATED
NON-REVOLVER NOTE of even date herewith.

                  (5) That THE MORTGAGE, this Agreement and all related Loan
Documents hereinbefore executed continue to encumber the property hereinbefore
described, and owned by THE MORTGAGOR. THE MORTGAGOR herein further represents



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and warrants that THE MORTGAGE, as modified, does constitute a First Mortgage as
to said property and that MORTGAGOR has not in any manner or by any means
whatsoever impaired the position of THE BANK as holder of said First Mortgage
lien upon the property.

                  (6) That THE MORTGAGE, along with this Agreement and all
related Loan Documents hereinbefore executed, shall continue to secure the
CONSOLIDATED NON-REVOLVER NOTE, and the REVOLVER NOTE; and shall also secure any
and all present and/or future debts or obligations of THE MORTGAGOR, including
but not limited to interest, overdrafts, expenses of collection, attorney's fees
(including appeal in any litigation proceedings), etc.

                  (7) That THE MORTGAGOR does hereby expressly confirm and
ratify that it has no claims, demands, choses in action, counter-claims or
set-offs against the CONSOLIDATED NON-REVOLVER NOTE, the REVOLVER NOTE, THE
MORTGAGE, all Loan Documents and/or THE BANK, and that THE MORTGAGOR is justly
indebted unto THE BANK for the CONSOLIDATED NON-REVOLVER NOTE and the REVOLVER
NOTE, plus all accrued interest, if any, secured by THE MORTGAGE, and all Loan
Documents.

                  (8) That except as herein stated, all the terms, conditions,
specific clauses, paragraphs and stipulations of the CONSOLIDATED NON-REVOLVER
NOTE, the REVOLVER NOTE, THE MORTGAGE, and all Loan Documents, shall remain in
full force and effect and are hereby ratified and confirmed.

                  (9) That THE MORTGAGOR does hereby confirm that this
instrument shall not be construed in any event whatsoever as an extinction or
cancellation of the original obligation, the same being only a modification of
the terms of the original obligation which is expressly ratified for all legal
intents and purposes, being it clearly understood and agreed that this document
is not novation but rather, only a modification of the original obligation.

                  (10) THE BANK AND THE MORTGAGOR SPECIFICALLY AGREE THAT THEY
WAIVE ALL RIGHTS TO RELY ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR
SUBSEQUENT TO THE SIGNING OF THIS DOCUMENT.

                  (11) THE BANK AND THE MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY
AND INTELLIGENTLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH
RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS DOCUMENT, AND/OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED
IN CONJUNCTION HEREWITH, AND/OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY MADE BEFORE,
DURING, OR AFTER THE EXECUTION OF THIS DOCUMENT. THIS WAIVER APPLIES IN THE
EVENT ANY OTHER PARTIES INSTITUTE, JOIN, OR DEFEND ANY LITIGATION. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK EXTENDING CREDIT TO MORTGAGOR.
IT IS EXPRESSLY AGREED THAT NO PARTY OR ENTITY HAS REPRESENTED THAT THIS WAIVER
WILL NOT BE ENFORCED.

                  (12) VENUE AND JURISDICTION SHALL BE IN OSCEOLA COUNTY,
FLORIDA, FOR ANY AFFIRMATIVE OR DEFENSIVE LEGAL PROCEEDINGS IN CONNECTION WITH
THIS DOCUMENT AND/OR ANY OTHER DOCUMENT SIGNED BY THE MORTGAGOR IN FAVOR OF THE
BANK.



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                  IN WITNESS WHEREOF, the parties have set their hands and
official seals on the day and year first hereinabove written.

Signed, sealed and delivered           THE BANK:
in the presence of:
                                       OCEAN BANK,
                                       a Florida banking corporation
                                       780 N. W. 42nd Ave., Miami, FL 33126

                                       BY:
----------------------------           -----------------------------------



                                       ATTEST:
----------------------------           -----------------------------------


                                       THE MORTGAGOR:

                                       ORIOLE HOMES CORP., a
                                       Florida corporation.
                                       1690 S. Congress Avenue, #200
                                       Delray Beach, FL 33445

                                       By:
----------------------------           -----------------------------------
                                              MARK A. LEVY, PRESIDENT


                                       Attest:
----------------------------           -----------------------------------
                                              JOSEPH PIVINSKI,  ASST.
                                                SECRETARY

STATE OF FLORIDA:
                           SS.
COUNTY  OF MIAMI-DADE:

         I HEREBY CERTIFY that on this _____ day of ______________________,
2002, day, before me, an officer duly authorized in the State and County
aforesaid to take acknowledgments, personally appeared __________________ and
_____________________________ as ______________________Vice-President and
___________________________________, respectively, of OCEAN BANK, a state
banking corporation, on behalf of the corporation. They are personally known to
me.


                                         ------------------------------------
                                         NOTARY PUBLIC, STATE OF FLORIDA.
                                         ENI F. CALVINO
My commission expires:



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STATE OF FLORIDA:
                             SS.
COUNTY  OF BROWARD:

         I HEREBY CERTIFY that on this __________day of __________________,
2002, before me, an officer duly authorized in the State and County aforesaid to
take acknowledgments, personally appeared MARK A. LEVY AND JOSEPH PIVINSKI, as
President and Asst. Secretary, respectively, of ORIOLE HOMES CORP., a Florida
corporation, on behalf of the corporation. They have produced Florida driver's
licenses as identification and/or are personally known to me.

                                     ---------------------------------------
                                      NOTARY PUBLIC, STATE OF FLORIDA
                                      Print Name:
                                     ---------------------------------------
My commission expires:




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