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                                                                   EXHIBIT 10.69



                NAME: ORIOLE HOMES CORP., A FLORIDA CORPORATION.

              Account No. _________________________________________


                            REVOLVER PROMISSORY NOTE

$8,441,298.00                                             Miami, Florida
                                                          ___________, 2002.

         FOR VALUE RECEIVED, the undersigned Maker promises to pay to the order
of Holder, OCEAN BANK, a State Banking Corporation, 780 N.W. 42nd Avenue, Miami,
Florida, 33126, the principal sum of EIGHT MILLION FOUR HUNDRED FORTY ONE
THOUSAND TWO HUNDRED NINETY EIGHT AND NO/100 DOLLARS ($8,441,298.00), or so much
thereof as may be disbursed, with interest from date at the rate of interest
hereinafter specified:

         Monthly payments of interest only at the rate of ONE HALF OF ONE
PERCENT (0.50%) PER ANNUM over the prime rate as charged by CITIBANK, N.A., NEW
YORK, NEW YORK, BUT IN NO EVENT LESS THAN FIVE AND THREE QUARTERS PERCENT PER
ANNUM (5.75%). First payment to commence thirty days from the date hereof and
subsequent monthly payments thereafter until eighteen (18) months from the date
hereof when the then entire outstanding principal balance together with all
accrued and unpaid interest, if any, shall be due and payable. Provided that
neither this Note, nor any of its supporting loan documents, are in default,
Maker herein shall have the option to extend the maturity date specified herein
for an additional six months upon payment to Holder of an extension fee equal to
one-quarter of one percent (0.25% of 1%) of the then committed amount. The
interest rate in effect on this Note may change as often as daily and an
increase in the interest rate will cause an increase in the interest payments.
The proceeds of this Note may be borrowed, repaid, and re-borrowed from time to
time provided the outstanding principal balance shall not exceed $8,441,298.00
at any time.

         Except as otherwise required by law or by the provisions of this Note
or any other loan document, payments received by Holder hereunder shall be
applied first against expenses and indemnities, next against interest accrued on
the loan, and next in reduction of the outstanding principal balance of the
loan, except that from and after any default under this Note, Holder may apply
such payments in any order of priority determined by Holder in its exclusive
judgment.

         If CITIBANK, N.A., NEW YORK, NY, ceases to announce a prime rate, then,
in that event, Prime Rate shall mean the rate of interest published in The Wall
Street Journal from time to time as the "Prime Rate." If more than one "Prime
Rate" is published in The Wall Street Journal for a day, the average of the
"Prime Rates" shall be used, and such average shall be rounded up to the nearest
one-quarter of one percent (.25%). If The Wall Street Journal ceases to publish
the "Prime Rate," Lender shall select an equivalent publication that publishes
such "Prime Rate," and if such prime rates are no longer generally published or
are limited, regulated or administered by a governmental or quasi-governmental
body, then the Lender shall select a comparable interest rate index.

          Interest will accrue at the rate of l/360th of the annual interest for
each day that principal is outstanding, but in no event shall interest be due at
a rate in excess of EIGHTEEN PERCENT (18.0%) PER ANNUM.

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         If payment is not received by Holder on/or before TEN (10) DAYS after
the due date, then the interest rate thereafter will automatically increase to
eighteen percent (18.0%) per annum and will remain at said rate until the
payments are completely brought up to date and current.

         The Holder hereof shall have the optional right to declare the
principal sum disbursed hereunder and all accrued interest thereon to be due and
forthwith payable in advance of the maturity date fixed herein upon the failure
of the undersigned to pay, when due and failure to cure after ten (10) days
written notice to Maker, any one of the installments of interest or, at the
option of the Holder, upon the occurrence of any other Event of Default by the
undersigned in the Mortgage securing this Note which is not cured within thirty
(30) days written notice. Failure to exercise this option with respect to any
failure or breach by the undersigned shall not constitute a waiver of the right
as to any subsequent failure or breach.

         This Note may be prepaid in full or in part prior to maturity without
premium or penalty.

         This Note and the Mortgage which it secures shall be non-assumable.

         While in default, and after the expiration of any applicable grace
period, this Note shall bear interest at the rate of EIGHTEEN PERCENT (18.0%)
PER ANNUM.

         In no event shall interest (including any charge or fee held to be
interest by a court of competent jurisdiction) accrue to be payable herein in
excess of the highest contract rate allowable by law for the time such
indebtedness shall be outstanding and unpaid, and if by reason of the
acceleration of maturity of such indebtedness or for any other reason, interest
in excess of the highest legal rate shall be due or paid, any such excess shall
constitute and be treated as a payment on the principal hereof and shall operate
to reduce such principal by the amount of such excess, or if in excess of the
principal indebtedness such excess shall be paid or refunded to the Maker.

         All parties liable for the payment of this Note agree to pay the Holder
hereof a reasonable attorneys' fee for the services of counsel employed after
default or demand to collect this Note, or to protect or enforce the security
thereof, whether or not suit be brought. Presentment, protest, notice of
dishonor and notice of protest of this Note are hereby waived by all parties now
or hereafter liable hereon, whether as makers, endorsers, or otherwise.

         This Note is secured by a Mortgage Deed recorded in Official Records
Book 1923 at Page 2502 of the Public Records of Osceola County, together with a
Construction Loan Agreement and Future Advance, Consolidation, Modification and
Ratification of Note and Mortgage Agreement both of even date herewith . This
Note and said Deed are being delivered in the State of Florida and shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws thereof.

         This Note is being delivered in the State of Florida and shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws thereof.

         All of the covenants, conditions, and agreements contained in the
Mortgage and any other document evidencing the loan are hereby made a part of
this instrument.

         This Note may not be changed orally, but only by an agreement in
writing and signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.

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         HOLDER AND MAKER 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.

         HOLDER AND MAKER HEREBY KNOWINGLY, VOLUNTARILY AND INTELLIGENTLY WAIVE
THE RIGHT EITHER/ANY 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), LOANS, ACCOUNTS, CONTRACTS, DISCUSSIONS, AND/OR AGREEMENTS OF ANY
KIND, AND/OR ACTIONS OF EITHER/ANY 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 HOLDER EXTENDING CREDIT TO MAKER. IT IS EXPRESSLY AGREED THAT NO
PARTY OR ENTITY HAS REPRESENTED THAT THIS WAIVER WILL NOT BE ENFORCED.

         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 MAKER IN FAVOR OF HOLDER.


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

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

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

                               ACKNOWLEDMENT ONLY

STATE OF FLORIDA      :
                             :
COUNTY OF BROWARD     :

                  THE FOREGOING INSTRUMENT was acknowledged before me this _____
day of ________________, 2002, by 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.


My Commission Expires:

                                    --------------------------------------------

                                    PRINT NAME:
                                               ---------------------------------
                                               NOTARY PUBLIC, STATE OF FLORIDA.




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