Exhibit 10.13
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                                  AMENDMENT TO
                   AMENDED AND RESTATED MASTER LOAN AGREEMENT


         THIS AMENDMENT, dated as of the 2nd day of July, 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 Bank of America, N.A., a national banking
association, successor by merger to NationsBank, N.A. (the "Bank"), with its
offices located at 1410 N. Westshore Boulevard, Suite 100, Tampa, Florida, to
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 has requested and Bank has agreed to increase the amount of
the Loan by a future advance in the amount of $3,500,000.00 secured by the
Mortgage and administered under the terms of the Loan Agreement, except as
modified herein.

         D. Borrower and Bank desire to 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. Paragraph 1.1 (q) of the Loan Agreement is amended as follows:

                  The full payment and performance of the Loan will continue to
         be guaranteed, jointly and severally, by International American Homes,
         Inc., a Delaware corporation, and by

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         Robert J. Suarez, individually, ("Guarantor"), subject to the terms
         provided in the Guaranty and herein. The Guarantor hereby subordinates
         any and all obligations of the Borrower to him in favor of Bank in
         order that there shall be no offset against the guarantee of any amount
         which may be owing to the Guarantor by Borrower. The existing
         individual guaranty of Guarantor Suarez will be released as to sums
         previously advanced and his guaranty shall not extend to sums advanced
         under the Loan in the future, for the construction of Pre-Sold Units.
         Furthermore, if the financial statements for International American
         Homes, Inc., tested quarterly, show a Tangible Net Worth of $7,200,000
         or more, and a Total Debt/ Tangible Net Worth ratio (adjusted for
         bonds) of 2.75:1, or better, then the personal guaranty of Guarantor
         Suarez will be abated as to 50% of the sums previously advanced or
         advanced in the future for the construction of Spec and Model Units and
         lots. If the financial statements for International American Homes,
         Inc., tested quarterly, show a Tangible Net Worth of $7,500,000 or
         more, and a Total Debt /Tangible Net Worth ratio (adjusted for bonds)
         of 2.50:1, or better, then the personal guaranty of Guarantor Suarez
         will be abated in full. The personal guaranty of Guarantor will be
         reinstated consistent with the foregoing standards if International
         American Homes, Inc. fails to maintain the stated ratios. If the
         personal guaranty of Guarantor Suarez qualifies for abatement in full
         as of January 1, 2000, then Bank will release the personal guaranty of
         Guarantor Suarez in full on his request. The guaranty of International
         American Homes, Inc. shall not be affected by any of the foregoing
         actions taken as to Guarantor Suarez.

         3. Paragraph 2.1 of the Loan Agreement is amended as follows:

                  Borrower covenants and agrees to pay to Bank a nonrefundable
         Commitment Fee in the amount of $137,500.00, one-half ($68,750.00) of
         which is due on or before closing and one-half of which ($68,750.00) is
         due on or before December 15,1999. An annual loan fee equal to
         137,500.00 shall be due each year on the anniversary of the Loan
         closing if the Loan extends beyond one year, one-half of which is due
         on or before closing and one-half of which is due on or before December
         15, 2000.

         4. Paragraph 2.3 of the Loan Agreement is amended as follows:

                  The Loan proceeds will continue to be used solely to finance
         the acquisition of developed lots and the cost of construction of
         single family dwellings ("Units") on lots owned or to be acquired by
         Borrower and mortgaged to Bank in those certain developments located in
         Hillsborough County, Pasco County and Pinellas County, Florida, and in
         such other counties as Bank may approve. Bank will disburse Loan
         proceeds in accordance with the Loan documents as modified from time to
         time thereafter.

                  (a) Use of Loan proceeds for the construction of Units shall
         be limited to 125 Spec and Model Units and a total outstanding and
         committed of $12,500,000.00 at any one time; and 93 Pre-Sold Units and
         a total amount actually outstanding of $9,300,000.00 at any

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         one time.  Use of Loan proceeds is further limited to 10 Spec and Model
         Units in any one subdivision at any one time.

                  (b) Each individual Unit financed under the Loan shall be
         completed in a period not to exceed six (6) months from the date
         construction commences.

                  (c) Use of Loan proceeds for the purchase of developed lots
         shall be limited to 220 lots and a total amount outstanding and
         committed of $4,000,000.00 at any one time. The amount to be funded for
         each lot shall be an amount equal to the lesser of (i) 75% of
         Borrower's cost, or (ii) 75% of appraised value, with a minimum of 25%
         cash equity in each lot, or (iii) $35,000.00. Use of Loan proceeds is
         further limited to 50 developed lots in any one subdivision at any one
         time. Lots under the Loan greater than two (2) years shall be removed
         from the collateral pool.

                  (d) Use of Loan availability for the issuance of standby
         letters of credit in support of development activities shall be limited
         to $1,000,000 outstanding or committed at any one time and shall reduce
         the borrowing base availability proportionately.

         Notwithstanding the foregoing limitations by category, the total amount
         outstanding under the Loan at any one time shall not exceed the loan
         amount of $23,000,000.00.

         5. Paragraph 2.3(e) of the Loan Agreement is amended as follows:

                  To monitor the collateral base and to assist in calculating
         the Maximum Allowable Funding, Borrower shall provide to Bank monthly a
         report of construction completion status on the Bank's form, or other
         form approved by Bank, for all units financed under the Loans.
         Inspection fees under the Loans will be $125 per unit, irrespective of
         the number of times Bank elects to inspect.

         6. Paragraph 2.10 is hereby added to the Loan Agreement as follows:

                  2.10 Inspections and Monitoring. To monitor the collateral
         base and to assist in calculating the Maximum AlIowabIe Funding,
         Borrower shall provide to Bank monthly a report of construction
         completion status on the Bank's form, or other form approved by Bank,
         for all units financed under the Loans. Inspection fees under the Loans
         will be $125 per unit, irrespective of the number of times Bank elects
         to inspect.

         7. Paragraph 5.9 of the Loan Agreement is amended as follows:

                  Title insurance coverage for the Loan under a loan policy or
         policies of title insurance with revolving credit endorsement shall
         continue to insure advances under the Loan.

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         8. Paragraph 5.11 of the Loan Agreement is amended as follows:

                  Borrower will provide Bank with (a) quarterly 10-Q filings for
         International American Homes, Inc., including internally prepared
         consolidating financial information for wholly-owned subsidiaries,
         within 90 days of the end of each quarter; (b) annual 10-K for
         International American Homes, Inc., including consolidating financial
         information for wholly-owned subsidiaries, within 120 days of fiscal
         year end, and (c) annual and quarterly inventory and sales reports.

         9. Paragraph 5.18 of the Loan Agreement is amended as follows:

                  (a) Bank will fund under the Loan up to but not in excess of
         an amount, referred to here as the Aggregate Maximum Allowable Funding,
         which is from time to time the aggregate sum of the Maximum Allowable
         Funding amount for all units and lots subject to the Loan. In
         calculating the Maximum Allowable Funding, the amount which has been
         advanced or which is eligible to be advanced on account of the
         underlying land lot is referred to herein as the Lot Advance. The
         Maximum Allowable Funding amount for a pre-sold unit will be the sum of
         (1) the Lot Advance, plus (2) the product of (a) the then current
         percentage of completion of the unit, times (b) an amount which does
         not exceed 100% of the unit cost breakdown (not including the Lot
         Advance) submitted by Borrower and approved by Bank, nor the lesser of
         1) 80% of the completed value of each unit, which amount shall be
         determined by a valuation acceptable to Bank, less the Lot Advance, or
         2) 80% of the contracted purchase price of the unit, less the Lot
         Advance. The Maximum Allowable Funding amount for a model or spec unit
         will be the sum of (1) the Lot Advance, plus (2) the product of (a) the
         then current percentage of completion of the unit, times (b) an amount
         which does not exceed 100% of the unit cost breakdown submitted by
         Borrower and approved by Bank, nor 80% of the completed value of each
         unit, less the Lot Advance. The Maximum Allowable Funding amount for a
         lot will be the lesser of 1) 75% of Borrower's cost, 2) 75% of the
         appraised value, or 3) not to exceed $35,000.00).

                  (b) Units or lots may be released from the lien of the
         mortgage: (1) without a partial release payment if the Aggregate
         Maximum Allowable Funding after subtracting the released lot or unit's
         Maximum Allowable Funding from the collateral pool exceeds the then
         outstanding loan balance; (2) otherwise, upon payment of the difference
         between the Aggregate Maximum Allowable Funding after subtracting the
         released lot or unit's Maximum Allowable Funding from the collateral
         pool and the then outstanding loan balance. Spec units subject to the
         Loan shall be removed from the collateral pool after one year. Model
         units subject to the Loan shall be removed from the collateral pool
         after two years.

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         10. Paragraph 6.3 is hereby added to the Loan Agreement as follows:

                  6.3 Year 2000 Representations, Covenants and Warranties.

                           (a) Borrower has (i) begun analyzing the operations
         of Borrower and its subsidiaries and affiliates that could be adversely
         affected by failure to become Year 2000 compliant (that is, that
         computer applications, imbedded microchips and other systems will be
         able to perform date-sensitive functions prior to and after December
         31, 1999); and (ii) developed a plan for becoming Year 2000 compliant
         in a timely manner, the implementation of which is on schedule in all
         material respects. Borrower reasonably believes that it will become
         Year 2000 compliant for its operations and those of its subsidiaries
         and affiliates on a timely basis except to the extent that a failure to
         do so could not reasonably be expected to have a material adverse
         effect upon the financial condition of Borrower.

                           (b) Borrower reasonably believes any suppliers and
         vendors that are material to the operations of Borrower or its
         subsidiaries and affiliates will be Year 2000 compliant for their own
         computer applications except to the extent that a failure to do so
         could not reasonably be expected to have a material adverse effect upon
         the financial condition of Borrower.

                           (c) Borrower will promptly notify Bank in the event
         Borrower determines that any computer application which is material to
         the operations of Borrower, its subsidiaries or any of its material
         vendors or suppliers will not be fully Year 2000 compliant on a timely
         basis, except to the extent that such failure could not reasonably be
         expected to have a material adverse effect upon the financial condition
         of Borrower.

         11. Paragraph 10.1 of the Loan Agreement is amended as follows:

                  10.1 Financial Covenants. Borrower will at all times report
         its financial condition using generally accepted accounting principles
         consistently applied, except to the extent modified by the following
         definitions:

                           (a) Tangible Net Worth: "Tangible Net Worth" is
         defined as the aggregate of total shareholders' equity plus any debt to
         Related Parties (as hereinafter defined) which are subordinated to the
         Loan, less any intangible assets and any obligations due from
         shareholders, partners, employees, and/or affiliates.

                           (b) Ratio of Total Debt to Tangible Net Worth: The
         "Ratio of Total Debt to Tangible Net Worth," is defined as the
         aggregate of current liabilities and non-current liabilities (excluding
         contingent liabilities and non-recourse bonds) less subordinated loans
         from Related Parties (as hereinafter defined), divided by Tangible Net
         Worth shall not

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         exceed 2.75:1, tested semi-annually, during the period from closing of
         the Loan to maturity, if and as extended.

                           (c) Net Loss: Borrower shall not suffer any net loss
         as reflected in the annual financial statements prepared and submitted
         to Bank during the term of the Loan.

                           (d) Related Parties: "Related Parties" shall mean the
         partners or shareholders of Borrower, or any corporations, trusts,
         partnerships, or other entities in which Borrower owns directly, or
         indirectly, a 51% interest.

                           (e) Minimum Tangible Net Worth: Borrower shall
         maintain a minimum Tangible Net Worth of $6,500,000, tested
         semiannually, during the term of the Loan.

         12. 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/ Robert I. Antle                                 By: /s/ Robert J. Suarez
--------------------                                    --------------------
Witness  ROBERT I. ANTLE                            Robert J. Suarez

/s/ Donald S. Hart, Jr.                             Its:      President
--------------------                                    --------------------
Witness  DONALD S. HART, JR.

                                                    Bank of America, N.A.


                                                    By:
--------------------                                    --------------------
Witness                                                     Dean W. Kuna


--------------------
Witness                                             Its: Senior Vice President

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                              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/ Robert I. Antle                                 By: /s/ Robert J. Suarez
--------------------                                    --------------------
Witness  ROBERT I. ANTLE                            Robert J. Suarez


/s/ Donald S. Hart, Jr.                             Its:      President
--------------------                                    --------------------
Witness  DONALD S. HART, JR.


/s/ Robert I. Antle                                 /s/ Robert J. Suarez  {Seal}
--------------------                                --------------------
Witness  ROBERT I. ANTLE                            Robert J. Suarez
                                                    individually

/s/ Donald S. Hart, Jr.
--------------------
Witness  DONALD S. HART, JR.

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