Exhibit 10.12
<PAGE>

                                  AMENDMENT TO
                   AMENDED AND RESTATED MASTER LOAN AGREEMENT


         THIS AMENDMENT, dated as of the 23rd day of February, 1999 (the
"Amendment"), is made by and between Suarez Housing Corporation, a Florida
corporation (the "Borrower"), with offices located at 9950 Princess Palm Avenue,
Suite 112, Tampa, Florida 33619, and NationsBank, N.A., a national banking
association, successor by merger to Barnett Bank, N.A., (the "Bank"), with its
offices located at 1410 N. Westshore Boulevard, Suite 100, Tampa, Florida, to
consolidate, modify and amend the terms of a certain Amended and Restated Master
Loan Agreement dated November 17, 1995 and riders thereto, as modified and
amended, and a certain Amended and Restated Master Loan Agreement dated July 2,
1998 and riders thereto, as modified and amended, made by Borrower and Bank.

                                    RECITALS

         A. Borrower opened a revolving line of credit loan in the amount of
$10,000,000.00 and a revolving line of credit loan in the amount of
$9,500,000.00 with Bank, which have been modified and amended from time to time
thereafter (the "Loan" or "Loans"), which are used for the purpose of acquiring
lots and constructing single family dwellings in subdivisions acceptable to Bank
and mortgaged to Bank as security for the Loans.

         B. Borrower and Bank have previously entered into a certain Amended and
Restated Master Loan Agreement dated November 17, 1995, and Borrower and Bank
have previously entered into a certain Amended and Restated Master Loan
Agreement dated July 2, 1998, (collectively the "Loan Agreement") setting forth
the terms upon which Bank has agreed to make advances under the Loans from time
to time.

         C. Borrower and Bank desire to consolidate, modify and amend the terms
of the Loan in the manner set out herein.

         NOW, THEREFORE, in consideration of the premises, of the Loan advances
which may be agreed to be made Bank to Borrower hereinafter, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Borrower and Bank hereby agree as follows:

         1. The foregoing recitals are true and are incorporated herein.

         2. Bank and Barnett Bank, N.A. have merged and agreed with Borrower to
consolidate and administer the Loans upon consistent and coordinated terms.

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         3. Except as expressly set out herein and in the loan documents of even
date, all terms and provisions of the Loan Documents shall continue in force and
effect with respect to the Loan.

         IN WITNESS WHEREOF, Borrower and Bank have executed this Loan Agreement
as of the above written date.

                                                    Suarez Housing Corporation,
                                                    a Florida corporation

                                                                          [Seal]

         /s/                                        By: /s/ Robert J. Suarez
--------------------                                    --------------------
Witness                                             Robert J. Suarez

         /s/                                        Its:      President
--------------------                                    --------------------
Witness

                                                    NationsBank, N.A.


/s/    Jackie Perdue                                By:         /s/
--------------------                                    --------------------
Witness  Jackie Perdue                                      Dean W. Kuna

/s/  Diana Brodowski
--------------------
Witness  Diana Brodowski                            Its: Senior Vice President

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<PAGE>

                              JOINDER OF GUARANTOR

         The undersigned as Guarantor hereby joins in and consents to the
foregoing Loan Agreement.


                                             International American Homes, Inc.,
                                             a Delaware corporation

                                                                          {Seal}

         /s/                                        By: /s/ Robert J. Suarez
--------------------                                    --------------------
Witness                                             Robert J. Suarez

         /s/                                        Its:      President
--------------------                                    --------------------
Witness


         /s/
--------------------
Witness

         /s/                                         /s/ Robert J. Suarez
--------------------                                 --------------------
Witness                                              Robert J. Suarez,
                                                     individually         {Seal}

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