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                                                                   Exhibit 10.11



This Instrument Prepared By:
James Sadock, Jr., Esq.
5550 Glades Road, Suite 100
Boca Raton, Florida  33431





              MORTGAGE AND LOAN
                      MODIFICATION AND EXTENSION AGREEMENT
                      ------------------------------------
                                (Revolving Loan)

      THIS  MORTGAGE  AND  LOAN   MODIFICATION  AND  EXTENSION   AGREEMENT  (the
"Extension  Agreement"),  made as of this  15th  day of  October,  1998,  by and
between ORIOLE HOMES CORP., a Florida corporation (the "Mortgagor"),  having its
principal  place of business at 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
"Mortgagee"),  having its principal place of business at 200 Ohio Savings Plaza,
1801 East Ninth Street, Cleveland, Ohio 44114;



NOTE TO RECORDER:

      PLEASE CROSS REFERENCE TO:
DOCUMENTARY STAMPS AND INTANGIBLE TAX
              OFFICIAL RECORDS BOOK 7800,
ON THE FUTURE ADVANCE NOTE ($5,000,000)
              PAGE 1590, PUBLIC RECORDS OF
ARE AFFIXED TO THE AGREEMENT RECORDED
              PALM BEACH  COUNTY,  FLORIDA IN OFFICIAL  RECORDS BOOK 9085,  PAGE
547,  PUBLIC  RECORDS  OF PALM BEACH  COUNTY,  FLORIDA.  DOCUMENTARY  STAMPS AND
INTANGIBLE TAX ON THE FUTURE ADVANCE NOTE ($2,000,000) AND INTANGIBLE TAX ON THE
DEMAND  NOTES  ($3,000,000)  ARE AFFIXED TO THE  AGREEMENT  RECORDED IN OFFICIAL
RECORDS BOOK 8897,

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PAGE  53,  OF SAID  PUBLIC  RECORDS.  DOCUMENTARY  STAMPS  ON THE  DEMAND  NOTES
($3,000,000) ARE AFFIXED THERETO.  DOCUMENTARY  STAMPS AND INTANGIBLE TAX ON THE
ORIGINAL AMOUNT OF THE ORIGINAL NOTE  ($10,000,000)  ARE AFFIXED TO THE MORTGAGE
RECORDED IN OFFICIAL RECORDS BOOK 7800, PAGE 1590 OF SAID PUBLIC RECORDS.



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

      WHEREAS,  in  consideration  for a revolving line of credit in the maximum
amount of Ten Million Dollars ($10,000,000.00) (the "Loan") made by Mortgagee to
Mortgagor, Mortgagor has executed and delivered to Mortgagee a certain Revolving
Mortgage Note dated July 13, 1993, in the maximum  principal  amount of the Loan
as aforesaid (the "Original Note");

      WHEREAS,  the Original Note is secured by, among other things,  a Mortgage
and Security  Agreement  (Revolving Loan) dated July 13, 1993, from Mortgagor to
Mortgagee  and recorded on July 16, 1993,  in Official  Records Book 7800,  Page
1590,  of the Public  Records of Palm Beach  County,  Florida (the  "Mortgage"),
which encumbers the land described on Exhibit A attached  thereto (the "Original
Land");

      WHEREAS,   by  Mortgage,   Assignment  and  Financing  Statement  Spreader
Agreement  dated May 31, 1995,  from Mortgagor to Mortgagee  recorded on June 6,
1995,  in Official  Records Book 8776,  Page 262, of the Public  Records of Palm
Beach County,  Florida, the lien, charge,  encumbrance,  operation and effect of
the  Mortgage  was  expanded  and spread so as to  encumber  and effect the land
described in Schedule A attached thereto (the "First Additional Land");

      WHEREAS, by Future Advance,  Mortgage,  Assignment and Financing Statement
Extension,  Modification  and Spreader  Agreement  dated  August 23, 1995,  from
Mortgagor to Mortgagee  recorded on August 30,  1995,  in Official  Records Book
8897, Page 53, of the Public Records of Palm Beach County, Florida (i) the lien,
charge,  encumbrance,  operation  and effect of the  Mortgage  was  expanded and
spread so as to encumber  and effect the land  described  in Schedule A attached
thereto (the "Second Additional  Land");  (ii) the maturity date of the Mortgage
was  extended to July 1, 1997;  and (iii) the Mortgage was modified to secure an
additional $5,000,000 of indebtedness evidenced by a $1,000,000 Demand Revolving
Promissory Note dated August 8, 1995, a $2,000,000  Demand Revolving  Promissory
Note dated August 15, 1995 and a $2,000,000  Revolving  Future Advance  Mortgage
Note

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dated August 23, 1995 (collectively,  the "August Notes") [the Original Note and
the August  Notes were  consolidated  by a  $15,000,000  Consolidated  Revolving
Mortgage Note dated August 23, 1995 (the "First Consolidated Note")];

      WHEREAS, by Future Advance,  Mortgage,  Assignment and Financing Statement
Extension,  Modification  and Spreader  Agreement  dated January 12, 1996,  from
Mortgagor to Mortgagee  recorded on January 17, 1996,  in Official  Records Book
9085,  Page 547,  of the Public  Records of Palm Beach  County,  Florida (i) the
lien, charge, encumbrance, operation and effect of the Mortgage was expanded and
spread so as to encumber  and effect the land  described  in Schedule A attached
thereto  (the "Third  Additional  Land");  and (ii) the Mortgage was modified to
secure an  additional  $5,000,000  of  indebtedness  evidenced  by a  $5,000,000
Revolving  Future  Advance  Mortgage  Note dated  January 12, 1996 (the  "Future
Advance  Note") [the Future  Advance Note and the First  Consolidated  Note were
consolidated by a $20,000,000 Consolidated Revolving Mortgage Note dated January
12, 1996 (the "Second Consolidated Note")];

      WHEREAS,  by Mortgage and Loan Modification and Extension  Agreement dated
July 1, 1997,  from  Mortgagor  to Mortgagee  recorded on November 25, 1997,  in
Official  Records  Book 10101,  Page 1103,  of the Public  Records of Palm Beach
County,  Florida (i) the Loan,  as  increased by the August Notes and the Future
Advance  Note and  consolidated  by the First  Consolidated  Note and the Second
Consolidated Note (the  "Consolidated  Loan"), was reduced to the maximum amount
of Ten Million Dollars  ($10,000,000.00)  (the "Reduced Consolidated Loan") such
Reduced  Consolidated Loan being evidenced by a $10,000,000  Renewal Amended and
Restated  Consolidated  Revolving  Mortgage  Note dated July 1, 1997 (the "Third
Consolidated  Note"),  executed and  delivered  to  Mortgagee  by Mortgagor  and
secured by the Mortgage; and (ii) the maturity date of the Mortgage, pursuant to
the terms and conditions of that certain Revolving Loan Agreement dated July 13,
1993 between  Mortgagor and Mortgagee as amended by First Amendment to Revolving
Loan  Agreement  dated August 23, 1995 and Second  Amendment  to Revolving  Loan
Agreement dated July 1, 1997  (collectively,  the  "Agreement")  was extended to
June 30, 1999;

      WHEREAS,  Mortgagor and Mortgagee  have agreed to extend the maturity date
of the Mortgage for one (1) additional year pursuant to the terms and conditions
of the Agreement.

      NOW THEREFORE,  in  consideration  of the Reduced  Consolidated  Loan, the
premises,  and Ten Dollars  ($10.00) and other good and valuable  consideration,
the receipt and sufficiency of which are hereby

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acknowledged,  and intending to be legally bound, Mortgagor and Mortgagee hereby
covenant and agree as follows:

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

      2. Existing Indebtedness. The indebtedness evidenced by the Original Note,
the August  Notes and the Future  Advance  Note,  as  consolidated  by the First
Consolidated Note, the Second Consolidated Note and the Third Consolidated Note,
was  incurred  in good faith for value  received  and as of the date  hereof the
unpaid balance of the Third  Consolidated Note is $10,000.00,  and the Mortgagor
has no defenses, counterclaims or offsets thereto.

      3.  Extension.  The  maturity  date of the  Third  Consolidated  Note,  as
modified by this Extension Agreement,  is extended to June 30, 2000, anything in
said Third Consolidated Note to the contrary notwithstanding.

      4.  Modification.  Clause A on the first  page of the  Mortgage  is hereby
superseded, restated and replaced by the following:

      A. In  consideration  for a revolving line of credit in the maximum amount
of Ten Million Dollars ($10,000,000.00) (U.S.) (the "Loan") made by Mortgagee to
Borrower,  Borrower has executed  and  delivered to Mortgagee a certain  Renewal
Amended and Extended  Consolidated  Revolving  Mortgage Note dated as of July 1,
1997, in the maximum principal amount of the Loan as aforesaid,  payable in full
as to principal and accrued interest on June 30, 2000 (the "Note");

      5.  Definitions.  Capitalized terms not defined herein shall have the same
meaning as in the Mortgage or the Agreement, as the case may be.

      6. Representations and Warranties. Mortgagor represents and warrants that:
(a)  Mortgagor  has full  power,  authority  and  legal  right to  execute  this
Extension  Agreement and to keep and observe all of the terms of this  Extension
Agreement on Mortgagor's  part to be observed or performed,  and that, as of the
date hereof (i) the warranties and representations of Mortgagor contained in the
Agreement are true, correct and complete in all material respects;  (ii) all the
covenants,  terms and conditions of the Agreement remain satisfied; and (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.


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      (b) The aggregate  principal  obligation  of the Mortgagor  secured by the
Mortgage is Ten Million and no/100 Dollars ($10,000,000.00) (U.S.) which sum (or
such  lesser  amount as shall have been  actually  borrowed  by  Mortgagor  from
Mortgagee)   shall  be  repaid  in  accordance  with  the  terms  of  the  Third
Consolidated Note.

      (c)  Mortgagor  has not  availed,  is not availing and has no intention to
avail  itself  of the  right  and  opportunity  available  to it  under  Chapter
697.04(1)(b)  Florida  Statutes to file of record a notice  limiting the maximum
principal amount that may be secured under the future advance  provisions of the
Mortgage.   Mortgagor  makes  this  representation  and  warranty  knowing  that
Mortgagee shall rely upon the same in  consideration of the terms and conditions
agreed to herein.

      7. Ratification of Loan Documents.  Mortgagor  acknowledges that the Third
Consolidated Note, as amended hereby,  the Mortgage,  as amended hereby, and any
other document or instrument  related  thereto are valid and binding;  and there
are no defenses, set offs or counterclaims  thereto;  nothing herein invalidates
or shall impair or release any covenant, condition,  agreement or stipulation in
the Loan  Documents;  and  Mortgagor  shall perform and comply with and abide by
each of the  covenants,  agreements,  conditions  and  stipulations  of the Loan
Documents as amended hereby.

      8. Limited Modification.  Except to the limited extent expressly set forth
herein, all other terms and provisions  contained in the Third Consolidated Note
and the Mortgage remain in full force and effect, and nothing herein and nothing
done pursuant hereto shall affect or be construed to affect the lien, charge and
encumbrance of, or warranty of title in the Mortgage,  nor the priority  thereof
over other  liens,  charges,  encumbrances  or  conveyances,  and the  Mortgaged
Property (as that term is defined in the Mortgage)  shall remain in all respects
subject to the lien,  charge and  encumbrance  of the Mortgage.  This  Extension
Agreement constitutes a modification or amendment, and not a novation.

      9.  Miscellaneous.
          --------------

              (a)  Recording.  Mortgagor  shall  promptly  cause this  Extension
Agreement to be filed,  registered or recorded in such manner and in such places
as may be required  by any  present or future law in order to publish  notice of
and  fully to  protect  the  lien of the  Mortgage  upon,  and the  interest  of
Mortgagee  in,  the  Mortgaged   Property.   Mortgagor   will  pay  all  filing,
administration and recording fees, and all expenses incident to the preparation,
execution  and  acknowledgment  of this  Extension  Agreement,  and all Federal,
state, county and municipal taxes, duties, assessments

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and charges now or hereafter  arising out of or in  connection  with the filing,
registration,  recording,  execution and delivery of this  Extension  Agreement,
including  without  limitation any and all documentary  stamps and/or intangible
taxes.  Mortgagor  agrees to hold harmless and indemnify  Mortgagee  against any
liability incurred by reason of the imposition of any such tax, duty, assessment
or charge.  Mortgagor shall pay such sums  immediately upon receipt of notice of
such  amounts  from the  authority  to which  they are due and  payable  or from
Mortgagee  or its  assigns.  In the  event  Mortgagor  fails to pay  said  sums,
Mortgagee or its  assignee may at its option pay such taxes and/or  purchase and
affix such  documentary  stamps.  Any such  payment by Mortgagee or its assignee
shall be added to the indebtedness  evidenced by the Third Consolidated Note and
shall bear  interest  from the date  advanced  to the date of recovery at a rate
equal to the  lesser  of five  percent  (5%) per annum  higher  than the rate of
interest then accruing in accordance  with the provisions of the first paragraph
of the Third  Consolidated  Note or the maximum rate  permissible  under Florida
Law.

              (b)  Severability.  If any one or more of the  provisions  of this
Extension  Agreement  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 Extension  Agreement 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.

              (c) Survival of Covenants,  Representations  and  Warranties.  All
warranties,  representations  and covenants  made by Mortgagor  herein or in any
certificate  or other  instrument  delivered  by it or on its behalf  under this
Extension  Agreement  shall be  considered to have been relied upon by Mortgagee
and shall survive  regardless of any  investigation  made by Mortgagee or on its
behalf.

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

               (e) Governing Law. This Extension  Agreement shall be governed by
and construed in accordance with the laws of the State of Florida.


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              (f) Further  Instruments.  Mortgagor  agrees from time to time, as
may be  reasonably  required by  Mortgagee,  to execute and deliver such further
instruments  and documents and do all matters and things which may be convenient
or  necessary  to more  effectively  and  completely  carry  out  the  intention
herewith.

              (g) Conflicts. In the event of any conflict between the provisions
hereof and of the Third  Consolidated  Note and/or the Mortgage,  the provisions
hereof shall govern and control.

      THE MORTGAGOR  AND  MORTGAGEE  EACH WAIVES THE RIGHT TO A TRIAL BY JURY IN
ANY  ACTION  OR  PROCEEDING  BASED  UPON,  OR  RELATED  TO,  ANY  ASPECT  OF THE
TRANSACTION  IN  CONNECTION  WITH  WHICH  THIS  DOCUMENT  IS BEING  GIVEN OR ANY
DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH SUCH TRANSACTION.  THIS WAIVER
IS KNOWINGLY,  INTENTIONALLY AND VOLUNTARILY MADE BY MORTGAGOR AND MORTGAGEE AND
THE  MORTGAGOR  AND  MORTGAGEE  EACH  ACKNOWLEDGES  THAT  NO ONE  HAS  MADE  ANY
REPRESENTATIONS  OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO
MODIFY  OR  NULLIFY  ITS  EFFECT.  THE  MORTGAGOR  AND  MORTGAGEE  EACH  FURTHER
ACKNOWLEDGES  HAVING BEEN  REPRESENTED IN CONNECTION WITH THE  TRANSACTION  WITH
RESPECT TO WHICH THIS  DOCUMENT  IS BEING GIVEN AND IN THE MAKING OF THIS WAIVER
BY INDEPENDENT LEGAL COUNSEL, SELECTED BY ITS OWN FREE WILL, AND THAT IT HAS HAD
THE  OPPORTUNITY  TO DISCUSS THIS WAIVER WITH SUCH  COUNSEL.  THE  MORTGAGOR AND
MORTGAGOR  EACH  ACKNOWLEDGES   HAVING  READ  AND  UNDERSTOOD  THE  MEANING  AND
RAMIFICATIONS OF THIS WAIVER PROVISION.

      IN WITNESS WHEREOF,  the Mortgagor has caused this Extension  Agreement to
be executed as of the date first above written.


                                   MORTGAGOR:
Signed and Acknowledged
in the Presence of:
              ORIOLE HOMES CORP.,

                                                          a Florida corporation

-----------------------------
Name Printed:________________


                                         By:_________________________________
                                            Richard D. Levy, Chairman of the

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                                               Board and Chief Executive Officer

-----------------------------
Name Printed:________________

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STATE OF FLORIDA                      )
                                      )SS:
COUNTY OF PALM BEACH                  )

      Before me, a Notary  Public in and for said County and State,  on this day
of October,  1998,  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  to me that  he did  sign  the  foregoing
instrument on behalf of said corporation, and that such signing was his free act
and deed 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: _____________________

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      IN WITNESS WHEREOF,  the Mortgagee has caused this Extension  Agreement to
be executed as of the date first above written.

                                   MORTGAGEE:

Signed and Acknowledged
in the Presence of:
              OHIO SAVINGS BANK, a federal savings
                                     bank, f/k/a Ohio Savings Bank,
                                     F.S.B.,

                                     f/k/a Ohio Savings Bank, an Ohio

                                     corporation
Name Printed:


                                     By:
                                        Ralph C. Kirk, Vice President


Name Printed:




STATE OF OHIO
              )

              )SS:
COUNTY OF CUYAHOGA
      )

Before me, a Notary Public in and for said County and State, on this ____ day of
October,  1998,  personally  appeared the  above-named  Ralph C. Kirk,  the Vice
president of Ohio Savings Bank, a federal savings bank, f/k/a Ohio Savings Bank,
F.S.B.,  f/k/a Ohio Savings Bank, an Ohio  corporation,  personally known by me,
who  acknowledged  to me that he did sign the foregoing  instrument on behalf of
said  Bank and that the same was the free act and deed of said Bank and his free
act and deed, individually and as such officer.


                                   Print Name:

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(SEAL)
                                                    Notary Public, State of Ohio
                                                          My Commission Expires:






                                   - - 162 - -