<PAGE>






                                                                   Exhibit 10.12




                                SECOND AMENDMENT
                                       to
                            REVOLVING LOAN AGREEMENT


      This Second Amendment to Revolving Loan Agreement (the "Second Amendment")
is executed and delivered as of the 1st day of July, 1997, by and between ORIOLE
HOMES CORP.,  a Florida  corporation  (the  "Borrower"),  Suite 200,  1690 South
Congress  Avenue,  Delray Beach,  Florida  33445-6327,  and OHIO SAVINGS BANK, a
federal  savings bank,  f/k/a Ohio Savings Bank,  F.S.B.  and f/k/a Ohio Savings
Bank, an Ohio corporation (the "Bank"),  200 Ohio Savings Plaza, 1801 East Ninth
Street, Cleveland, Ohio 44114;

                              W I T N E S S E T H:
                              --------------------

      WHEREAS,  in  consideration  for a revolving line of credit in the maximum
amount of Twenty Million Dollars ($20,000,000.00) (the "Consolidated Loan") made
by  Bank  to  Borrower,   Borrower  has  executed  and  delivered  to  Bank  its
Consolidated  Revolving  Mortgage  Note dated  January 12, 1996,  in the maximum
principal amount of the Consolidated Loan as aforesaid (the "Second Consolidated
Note");

      WHEREAS,  the  Consolidated  Loan is evidenced by, among other  things,  a
Revolving  Loan  Agreement  dated the 13th day of July,  1993,  as modified by a
First Amendment to Revolving Loan Agreement dated the 23rd day of August,  1995,
both executed by Borrower and Bank (together, the "Agreement");

      WHEREAS, the Second Consolidated Note is secured by, among other things, a
Mortgage and Security Agreement dated as of July 13, 1993, and recorded July 16,
1993, in Official  Records Book 7800,  Page 1590, of the Public  Records of Palm
Beach  County,  Florida,  as  modified,  extended  and spread by (i) a Mortgage,
Assignment and Financing  Statement  Spreader  Agreement dated May 31, 1995, and
recorded June 6, 1995, in Official  Records Book 8776,  Page 262, of said Public
Records,  (ii) a Future Advance,  Mortgage,  Assignment and Financing  Statement
Extension,  Modification  and Spreader  Agreement  dated  August 23,  1995,  and
recorded August 30, 1995, in Official Records Book 8897, Page 53, of said Public
Records,  (iii) a Future Advance,  Mortgage,  Assignment and Financing Statement
Modification and Spreader Agreement dated January 12, 1996 and

                                   - - 163 - -


<PAGE>






recorded  January 17, 1996,  in Official  Records  Book 9085,  Page 547, of said
Public  Records,  and  (iv) a  Mortgage  and  Loan  Modification  and  Extension
Agreement of even date  herewith,  all executed and delivered by the Borrower to
the Bank (the Mortgage and Security Agreement, as modified, extended and spread,
is herein referred to as the "Mortgage"); and

      WHEREAS,  Borrower  and Bank  have  agreed  that  Bank  shall  extend  the
Termination Date  (capitalized  terms not defined herein shall have the meanings
ascribed to them in the  Agreement) of the  Consolidated  Loan to June 30, 1999,
and  reduce the  Maximum  Loan  Amount to an amount  not to exceed  Ten  Million
Dollars ($10,000,000.00) on the terms and conditions hereinafter set forth.

      NOW THEREFORE,  in  consideration  of the sum of Ten Dollars  ($10.00) and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby  acknowledged,  and intending to be legally bound,  the Borrower and Bank
hereby covenant and agree as follows:

      1.  Recitals.  The  aforementioned  recitals  are true and correct and are
hereby incorporated by this reference.

      2. Consolidated  Loan. As of the date hereof, the unpaid principal balance
of the  Consolidated  Loan is One Hundred Thousand  Dollars  ($100,000.00),  and
interest  has been paid on the Second  Consolidated  Note  through May 31, 1997.
Borrower acknowledges that the indebtedness evidenced by the Second Consolidated
Note is  free of any and all  defenses,  setoffs  and  counterclaims,  and  that
Borrower  has no  claims  against  Bank in  connection  with or  related  to the
Consolidated Loan or any Loan Document as of the date hereof.

      3.  Modification of Agreement.  The Agreement is hereby amended,  modified
and extended as follows:

      (a) Definitions.

              (i) The  definition of the term "Bank"  defined in Section 1(a) is
hereby replaced and superseded by the following:

"Bank" means OHIO SAVINGS BANK, a federal savings bank, f/k/a Ohio Savings Bank,
F.S.B. and f/k/a Ohio Savings Bank, a corporation incorporated under the laws of
the State of Ohio.


                                   - - 164 - -


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              (ii) The definition of the term "Contract Year" defined in Section
1(a) is hereby replaced and superseded by the following:

"Contract Year" means each twelve (12) month period commencing on July 1 of each
calendar year and ending on June 30 of the following calendar year.

              (iii) The definition of the term "Maximum Loan Amount"  defined in
Section 1(a) is hereby replaced and superseded by the following:

"Maximum Loan Amount" means Ten Million and no/100 Dollars
($10,000,000.00) (U.S.).

              (iv)  The  definition  of the term  "Revolving  Note"  defined  in
Section 1(a) is hereby replaced and superseded by the following:

"Revolving Note" means the Renewal Amended and Restated  Consolidated  Revolving
Mortgage  Note  dated as of July 1,  1997,  executed  and  delivered  to Bank by
Borrower,  in the maximum  principal  amount of Ten  Million and no/100  Dollars
($10,000,000.00),   including  any  partial  or  total  extension,  restatement,
renewal, amendment, modification or substitution thereof or therefor.

              (v) The  definition  of the term  "Termination  Date"  defined  in
Section 1(a) is hereby replaced and superseded by the following:

"Termination Date" means June 30, 1999.

      (b) Section  2(a) (1).  Clause (1) of Section 2 (a) is hereby  superseded,
restated and replaced by the following:

      (1) Line  Advances.  Subject to the terms and  conditions  hereof,  and in
reliance on the representations and warranties herein contained, Bank shall make
Line Advances from time to time during the period  commencing on the date hereof
and ending on the  Termination  Date to or for the account of Borrower up to but
not exceeding an aggregate unpaid  principal amount  outstanding at any one time
on Line  Advances  equal to the least of (a) the Maximum  Loan  Amount,  (b) the
Borrowing  Base, (c) fifty percent (50%) of Adjusted Net Book Value, or (d) such
lesser amount as provided by this Agreement.  Each of (a), (b), (c) and (d) is a
"Loan Amount Limitation." Borrower's obligation to repay the Line Advances shall
be evidenced by the Revolving note.

      (c) Section 2 (b) (3).  Clause (3) of Section 2 (b) is hereby  superseded,
restated and replaced by the following:

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      (3)  Mandatory  Repayments.  For a period  of not less  than  thirty  (30)
consecutive  calendar days during each  Contract  Year prior to the  Termination
Date,  commencing  with the Contract Year  beginning on July 1, 1998, the unpaid
principal  balance  of the Loan  shall not  exceed  Thirty  three and  one-third
percent (33.3334%) of the Maximum Loan Amount.

      (d)  Section  2 (c).  Section  2 (c) is hereby  superseded,  restated  and
replaced by the following:

      (c) Use of Proceeds.  The proceeds of the Loan hereunder  shall be used by
the Borrower solely to provide  working  capital to finance ongoing  development
and construction of residential real estate and short term capital  requirements
related to the Borrower's  Florida real estate projects and/or other appropriate
short term  general  corporate  purposes.  The  Borrower  will not,  directly or
indirectly,  use any  part of such  proceeds  for  personal,  consumer,  family,
household,  educational,  agricultural  or  similar  uses or for the  purpose of
purchasing  or carrying any margin  stock within the meaning of  Regulation G of
the Board of Governors of the Federal  Reserve System or to extend credit to any
Person for the purpose of purchasing  or carrying any such margin stock,  or for
any purpose which violates,  or is inconsistent with, Regulation X of such Board
of Governors.

      (e)  Section  2 (d).  Section  2 (d) is hereby  superseded,  restated  and
replaced by the following:

      d. Loan  Extension.  Commencing no later than March 31, 1998,  and on each
anniversary  thereof  if the  Termination  Date has been  extended  each year as
hereinafter  provided,  the Borrower may deliver to Bank a written  request that
the Termination Date be extended for one (1) additional  Contract Year. Provided
(i) the warranties and  representations  of Borrower  contained in the Agreement
remain  true,  correct  and  complete  in all  material  respects;  (ii) all the
material  covenants,  terms and  conditions of the Agreement  remain  satisfied;
(iii) no Event of Default,  or event which upon the lapse of time, the giving of
notice,  or both,  could  become an Event of  Default,  has  occurred  under the
Agreement;  and (iv) Bank is in receipt of the  quarterly  and annual  financial
statements mentioned in Sections 6 A (1)(c) and (d) of the Agreement, Bank will,
without prejudice, consider Borrower's request.

      If Bank,  at its sole  option  and in its  sole and  absolute  discretion,
elects to offer an  extension  of the  Termination  Date for one (1)  additional
Contract  Year,  Bank shall notify  Borrower no later than July 1, 1998,  and on
each anniversary thereof if the Termination Date has been extended the preceding
year and a like request for an additional one (1)

                                   - - 166 - -


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Contract Year extension of the Termination Date has been timely received by Bank
from Borrower.  If Bank does not notify  Borrower of Bank's election to offer to
extend any Termination  Date within the time limit as aforesaid,  the applicable
Termination  Date  shall  not be  extended.  Any  offer  by Bank to  extend  the
Termination Date for an additional  Contract Year shall be on and subject to the
following terms and conditions:

              (1) Closing. Closing on the one (1) Contract Year extension of the
Termination  Date shall occur within  thirty (30) days of the date Bank's notice
of its  election  to offer  Borrower an  extension  of the  Termination  Date is
effective,  but not later than  August 1  following  each  Contract  Year that a
request is received from Borrower.

              (2)  Documents.  At closing  Borrower shall execute and deliver to
Bank a  Mortgage  and Loan  Extension  Agreement  and such other  documents  and
certificates  and title insurance  endorsements as Bank may reasonably  request,
each of which shall be satisfactory in form and substance to Bank.

              (3) Fees,  Expenses and Other Payments.  At closing Borrower shall
pay to Bank a Commitment Fee in the amount of one-quarter of one percent (0.25%)
of the then current  Maximum Loan Amount;  and shall  further pay all  recording
fees,  documentary  stamps (if any) and  intangible tax on the Mortgage and Loan
Extension Agreement, and reasonable costs, fees and expenses incurred by Bank in
connection with the extension of the Termination Date.

              (4)  Limitation  on  Extension.  Anything  herein to the  contrary
notwithstanding,  the  Termination  Date shall not be extended by Bank more than
five (5) times.

      (f) Section 3 (a) (20). Clause (20) of Section 3(a) is hereby  superseded,
restated and replaced by the following:

      (20) Appraisals.  At any time during the term of this Agreement,  upon the
election of Bank,  but,  provided no Event of Default  has  occurred  under this
Agreement,  not more  frequently than two (2) times each Contract Year, Bank may
procure (at  Borrower's  expense) a current  (within 30 days)  appraisal  of the
Mortgaged Property,  satisfactory in form and amount to the Bank, prepared by an
appraiser  selected by the Bank and in accordance  with  generally  accepted and
established  appraisal  practices  and in  conformity  with  applicable  law and
regulation and reviewed (at Borrower's  expense) by the Bank's "in-house" senior
appraiser.  Any appraisal may be adjusted by the Bank's  appraiser to conform to
Bank's  appraisal  guidelines.   Such  appraisal,  as  adjusted  by  the  Bank's
appraiser, shall

                                   - - 167 - -


<PAGE>






conclusively  establish  Net  Realizable  Value  as of  the  date  thereof.  All
appraisals,  appraisal  reviews and any updates  thereof  shall be at Borrower's
expense.

      (g)  Section 6 A (5).  The following is hereby added to Section 6 A (5):

Once the aggregate of all Advances equal the Maximum Loan Amount  Borrower shall
pay additional intangible tax which may be due on each subsequent Advance to the
Clerk of the Circuit Court in accordance with Chapter 199.143, Florida Statutes,
using  the form of  Affidavit  attached  hereto as  Exhibit F or, at  Borrower's
option,  payment  may be made  directly to the  Florida  Department  of Revenue.
Within thirty (30) days after each such Advance Borrower shall provide Bank with
evidence of the payment of additional intangible tax thereon.

      (h)     Section 6 C.  Section 6 (C) is hereby superseded, restated and
replaced by the following:

      C.  Financial  Covenants  -  Consolidated  Tangible  Net  Worth.  Borrower
undertakes,  covenants  and agrees that,  until the full and  complete  payment,
performance and observance of the Loan,  Borrower will maintain at all times its
Consolidated  Tangible  Net Worth at not less than  Forty  Two  Million  Dollars
($42,000,000.00).

      4.  Representations and Warranties.  Borrower represents and warrants that
it has full power, authority and legal right to execute, deliver and perform the
Renewal Amended and Restated  Consolidated  Revolving Mortgage Note of even date
herewith,  executed and delivered to Bank by Borrower (the "Renewal Note"),  the
Mortgage and Loan  Modification  and Extension  Agreement of even date herewith,
executed and delivered to Bank by Borrower (the  "Mortgage  Modification"),  and
this Second  Amendment,  and that, as of the date hereof (i) the  warranties and
representations  of  Borrower  contained  in the  Agreement  (as may be  amended
hereby) are true,  correct and complete in all material  respects;  (ii) all the
material  covenants,  terms and  conditions  of the Agreement (as may be amended
hereby)  remain  satisfied;  (iii) no Event of Default,  or event which upon the
lapse of time, the giving of notice,  or both, could become an Event of Default,
has occurred under the Agreement;  and (iv) Adjusted Net Book Value is an amount
not less than Twenty Million Dollars ($20,000,000.00).

      5. Ratification of Loan Documents. Borrower and Bank each acknowledge that
the Loan Documents are valid and binding;  that there are no defenses,  set offs
or  counterclaims  thereto;  nothing  herein or in the  Renewal  Note and/or the
Mortgage Modification invalidates or shall impair

                                   - - 168 - -


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or  release  any  covenant,  condition,  agreement  or  stipulation  in the Loan
Documents; and Borrower and Bank shall each perform and comply with and abide by
each of the  covenants,  agreements,  conditions  and  stipulations  of the Loan
Documents as amended hereby.

      6. Fees, Expenses,  Appraisal and Other Payments. At the time of execution
and delivery of this Second  Amendment,  Borrower shall pay to Bank a Commitment
Fee in the amount of Fifty Thousand Dollars ($50,000.00);  and shall further pay
all  recording  fees,  documentary  stamps  (if any) and  intangible  tax on the
Mortgage  Modification,  and all reasonable costs, fees and expenses incurred by
Bank in connection with this Second Amendment,  including without limitation the
cost of the initial  appraisal  for the  Contract  Year July 1, 1997 to June 30,
1998,  pursuant to Section 3(a) (20) of the Agreement as modified by this Second
Amendment,  to be procured  by Bank within  thirty (30) days of the date of this
Second Amendment.

      7.  Miscellaneous.
          --------------

            (a)  Severability.  If any  one or more  of the  provisions  of this
Second Amendment is held to be invalid,  illegal or unenforceable in any respect
for any reason, the validity,  legality and enforceability of any such provision
or provisions  in every other  respect and of the  remaining  provisions of this
Second  Amendment  shall not be in any way impaired,  and each term or provision
shall be construed to be legal,  valid,  binding and  enforceable to the maximum
extent permitted by law.

            (b)  Survival  of   Covenants,   Agreements,   Representations   and
Warranties.  All  warranties,  representations  and  covenants  made by Borrower
herein  or in any  certificate  or other  instrument  delivered  by it or on its
behalf under this Second  Amendment shall be considered to have been relied upon
by Bank and shall survive regardless of any investigation made by Bank or on its
behalf.  All such statements and any such  certificate or other instrument shall
constitute warranties and representations by Borrower hereunder.

            (c) Headings.  Paragraph  headings have been inserted in this Second
Amendment as a matter of convenience of reference only; such paragraph  headings
are  not  part  of  this  Second   Amendment  and  shall  not  be  used  in  the
interpretation of this Second Amendment.


                                   - - 169 - -


<PAGE>






            (d)  Time of the  Essence.  Time  is  hereby  expressly  made of the
essence  with  respect to the  performance  and/or  satisfaction  of each of the
provisions and conditions of this Second Amendment.

            (e) Governing Law. The laws of the State of Florida shall govern the
construction of this Second  Amendment and the rights and duties of Borrower and
Bank.

            (f) Limited  Modification/Conflicts.  Except to the  limited  extent
expressly  provided  herein,  the Loan Documents  shall remain in full force and
effect.  In the event of any  inconsistency  between the terms and conditions of
the Agreement and this Second Amendment, the terms and provisions of this Second
Amendment shall govern and control.

            (g) Prior Negotiations Superseded.  The terms and conditions of this
Second Amendment  supersede and replace all prior discussions,  negotiations and
side letter  agreements  with respect to the subject matter  hereof,  including,
without limitation,  all those certain letters from Bank to Borrower dated as of
March 12,  1997,  May 9, 1997,  June 12, 1997,  July 21, 1997,  August 27, 1997,
September 7, 1997 and October 31, 1997.

      IN WITNESS WHEREOF, the parties hereto have caused the Second Amendment to
be executed as of the day and year first above written.


                                   Borrower:


                                   ORIOLE HOMES CORP.,

                                   a Florida corporation



                                   By:____________________________________

                                   Richard D. Levy, Chairman of the

                                   Board and Chief Executive Officer


                                   - - 170 - -


<PAGE>







                                   Bank:


                                   OHIO SAVINGS BANK,

                                   a federal savings bank




By:______________________________________

                                      Name
Printed:___________________________


Title:________________________________

STATE OF FLORIDA              )
                              )
COUNTY OF PALM BEACH          )

      Before  me, a Notary  Public in and for said  County  and  State,  on this
_______ day of November,  1997, personally appeared the above-named Oriole Homes
Corp., a Florida corporation,  by Richard D. Levy, its Chairman of the Board and
Chief  Executive  Officer,  who  acknowledged  that he did  sign  the  foregoing
instrument on behalf of said corporation, and that such signing was his free act
and deed,  individually  and as such officer,  and the free act and deed of said
corporation. Richard D. Levy is personally known to me.


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

      Print Name:__________________________________
(SEAL)
      Notary Public, State of Florida at Large

      My Commission Expires:_____________________


                                   - - 171 - -


<PAGE>






STATE OF OHIO
              )

              )
COUNTY OF CUYAHOGA    )

      Before me, a Notary Public in and for said County and State, on this _____
day of November,  1997, personally appeared the above-named Ohio Savings Bank, a
federal  savings  bank,  by  __________________,   its  ______  President,   who
acknowledged  that he did sign the  foregoing  instrument on behalf of said bank
and  that  such  signing  was his free act and  deed,  individually  and as such
officer, and the free act and deed of said bank.
___________________ is personally known to me.


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

      Print Name:__________________________________
(SEAL)
      Notary Public, State of Ohio

      My Commission Expires:_____________________


                                   - - 172 - -


<PAGE>






                           EXHIBIT F TO LOAN AGREEMENT

                             NONRECURRING INTANGIBLE
                              PERSONAL PROPERTY TAX
                                    AFFIDAVIT
                                    ---------


STATE OF FLORIDA            )
                            :ss
COUNTY OF PALM BEACH        )

      BEFORE    ME,   the    undersigned    authority,    personally    appeared
____________________,  who,  after duly being  placed  under  oath,  deposes and
states as follows:

      1.  Affiant  is  ____________________  of Oriole  Homes  Corp.,  a Florida
corporation.

      2. Affiant makes this Affidavit in connection  with that certain  Mortgage
and Security  Agreement  (Revolving  Loan) to Ohio Savings Bank,  dated July 13,
1993, in the initial amount of  $10,000,000,  recorded in Official  Records Book
7800,  Page 1590,  of the  Public  Records of Palm  Beach  County,  Florida,  as
modified, extended and spread of record (the "Revolving Mortgage").

      3. An  additional  amount of  $________________  is being/will be borrowed
under the  Revolving  Mortgage  and this  Affidavit is made and executed for the
purpose  of  paying  Nonrecurring  Intangible  Personal  Property  Tax upon such
additional amount in accordance with Chapter 199.143 Florida Statutes.

Further Affiant sayeth naught.


------------------------------------
Name Printed:_______________________

Sworn to,  subscribed  and  acknowledged  before me this ___ day of __________ ,
199__, by __________________________.


-------------------------------------
Notary Public, State of Florida at Large
Name Printed:________________________

                                   - - 173 - -


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My Commission Expires:_______________

Personally known ______or produced ____________________Driver License.





                                   - - 174 - -